FORM 10-QSB

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark  One)

[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934

     For the quarterly period ended March 31, 2004

                                       OR

[ ]  TRANSITION  REPORT  PURUSANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934

                        Commission file number 33-19598-D

                          NANOPIERCE TECHNOLOGIES, INC.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)

                Nevada                                   84-0992908
                ------                                   ----------
     (State or other jurisdiction of                 (I.R.S. employer
      incorporation or organization)               identification  number)

                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

              (Address of principal executive offices )  (Zip Code)

         Issuer's telephone number, including area code:  (303) 592-1010

                                 Not applicable
     (Former name, former address or former fiscal year, if changed since last
                                     report)

Indicate  by check mark whether the issuer (1) has filed all reports required to
be  filed  by  Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.     Yes  X   No
                                                ---

As  of  May 14, 2004 there were 87,209,033 shares of the registrant's sole class
of  common  shares  outstanding.

Transitional  Small  Business  Disclosure  Format          Yes         No   X
                                                                ---        ---


<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION

PART I  -  FINANCIAL INFORMATION

Item 1.  Financial Statements                                      Page
                                                                   ----
<S>                                                                <C>

     Independent Accountants' Report                                F-1

     Condensed Consolidated Balance Sheet - March 31, 2004          F-2

     Condensed Consolidated Statements of Operations  -
          Nine and three months ended
          March 31, 2004 and 2003                                   F-3

     Condensed Consolidated Statements of Comprehensive
          Loss - Nine and three months ended
          March 31, 2004 and 2003                                   F-4

     Condensed Consolidated Statement of Changes in Shareholders'
          Equity - Nine months ended March 31, 2004                 F-5

     Condensed Consolidated Statements of Cash Flows -
          Nine months ended March 31, 2004 and 2003                 F-6

     Notes to Condensed Consolidated Financial Statements           F-7

Item 2.  Management's Discussion and Analysis                        1

Item 3. Controls and Procedures                                      5

PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings                                           5

Item 2.  Changes in Securities                                       6

Item 6.  Exhibits and Reports on Form 8-K                            6

     SIGNATURES                                                      8
</TABLE>


<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------




Board  of  Directors
NanoPierce  Technologies,  Inc.

We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
NanoPierce Technologies, Inc. and subsidiaries as of March 31, 2004, the related
condensed  consolidated  statements of operations and comprehensive loss for the
three-month  and nine-month periods ended March 31, 2004 and 2003, the condensed
consolidated  statement  of  changes  in shareholders' equity for the nine-month
period  ended  March 31, 2004, and the condensed consolidated statements of cash
flows  for  the nine-month periods ended March 31, 2004 and 2003.  These interim
condensed  consolidated  financial  statements  are  the  responsibility  of the
Company's  management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial information consists principally of applying analytical procedures and
making  inquiries  of  persons responsible for financial and accounting matters.
It  is  substantially  less  in scope than an audit conducted in accordance with
generally  accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we  do  not  express  such  an  opinion.

Based on our reviews, we are not aware of any material modifications that should
be  made to the accompanying interim condensed consolidated financial statements
for  them  to  be in conformity with accounting principles generally accepted in
the  United  States  of  America.

GELFOND  HOCHSTADT  PANGBURN,  P.C.


Denver,  Colorado
May  13,  2004


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Condensed Consolidated Balance Sheet
                                  March 31, 2004
                                    (Unaudited)


                              Assets
                              ------
<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $  1,022,721
  Prepaid expenses                                                          2,000
  Assets of discontinued operations (Note 2)                                3,396
                                                                     -------------
    Total current assets                                                1,028,117
                                                                     -------------

Property and equipment:
  Office equipment and furniture                                           66,356
  Less accumulated depreciation                                           (40,836)
                                                                     -------------
                                                                           25,520
                                                                     -------------

Other assets:
  Deposits and other                                                       19,806
  Intellectual property rights, net of accumulated
    amortization of $609,315                                              190,685
  Patent and trademark applications, net of accumulated
    amortization of $120,802                                              451,537
  Investments in affiliates (Notes 4 and 5)                               335,283
                                                                     -------------
                                                                          997,311
                                                                     -------------

       Total assets                                                  $  2,050,948
                                                                     =============


                   Liabilities and Shareholders' Equity
                   ------------------------------------

Current liabilities:
  Accounts payable                                                   $    199,350
  Accrued liabilities                                                      10,014
  Liabilities of discontinued operations (Note 2)                         363,057
                                                                     -------------

    Total liabilities  (all current)                                      572,421
                                                                     -------------

Commitments and contingencies (Notes 5 and 8)

Shareholders' equity (Note 7):
  Preferred stock; $0.0001 par value; none issued and outstanding;
   5,000,000 shares authorized
  Common stock; $0.0001 par value; 200,000,000 shares authorized
     86,209,033 shares issued and outstanding                               8,621
  Additional paid-in capital                                           23,397,326
  Accumulated other comprehensive income                                  194,986
  Accumulated deficit                                                 (22,122,406)
                                                                     -------------
      Total shareholders' equity                                        1,478,527
                                                                     -------------

        Total liabilities and shareholders' equity                   $  2,050,948
                                                                     =============

See notes to condensed consolidated financial statements.
</TABLE>


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                       NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Statements of Operations
                                         (Unaudited)


                                            Three Months Ended       Nine Months Ended
                                                 March31,                  March31,
                                               ------------               -----------
                                            2004         2003         2004         2003
                                        ------------  -----------  -----------  -----------
<S>                                     <C>           <C>          <C>          <C>
Revenues                                $         -        8,475       28,449       19,102
                                        ------------  -----------  -----------  -----------

Operating expenses:
  Research and development                        -       88,792       46,863      273,579
  General and administrative                295,212      643,865      998,416    1,821,255
  Selling and marketing                           -       68,833       37,033      203,244
                                        ------------  -----------  -----------  -----------
                                            295,212      801,490    1,082,312    2,298,078
                                        ------------  -----------  -----------  -----------

Loss from operations                       (295,212)    (793,015)  (1,053,863)  (2,278,976)
                                        ------------  -----------  -----------  -----------

Other income (expense):
  Interest income                             3,188        4,760       11,387       19,716
  Extinguishment of liabilities              52,500            -       52,500            -
  Equity losses of affiliates              ( 48,539)           -     ( 68,372)           -
  Interest expense                             (909)           -       (3,699)           -
                                        ------------  -----------  -----------  -----------
                                              6,240        4,760       (8,184)      19,716
                                        ------------  -----------  -----------  -----------

Loss from continuing operations            (288,972)    (788,255)  (1,062,047)  (2,259,260)
                                        ------------  -----------  -----------  -----------

Discontinued operations; (loss) income
  from operations of subsidiary              (2,916)    (200,045)      13,261     (603,270)
                                        ------------  -----------  -----------  -----------

Net loss                                $  (291,888)    (988,300)  (1,048,786)  (2,862,530)
                                        ============  ===========  ===========  ===========

Basic and diluted loss per share:
  Loss from continuing operations                 *       ( 0.02)      ( 0.01)      ( 0.04)
  (Loss) income from discontinued
  operations                                      *            *            *       ( 0.01)
                                        ------------  -----------  -----------  -----------

Net loss per share, basic and diluted   $         *       ( 0.02)      ( 0.01)      ( 0.05)
                                        ============  ===========  ===========  ===========

Weighted average number of common
  shares outstanding                     81,663,563   63,464,958   71,139,776   60,548,492
                                        ============  ===========  ===========  ===========

<FN>
     * Less than $0.01 per share.

     See notes to condensed consolidated financial statements.
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
             Condensed Consolidated Statements of Comprehensive Loss
                                    (Unaudited)



                                 Three Months Ended         Nine Months Ended
                              ------------------------  -------------------------
                                     March 31,                  March 31,
                              ------------------------  -------------------------
                                 2004         2003          2004         2003
                              -----------  -----------  ------------  -----------
<S>                           <C>          <C>          <C>           <C>
Net loss                      $( 291,888)  (  988,300)  ( 1,048,786)  (2,862,530)

Change in unrealized gain on
  securities                   (     177)  (       83)  (       296)  (      154)

Change in foreign currency
  translation adjustments         10,930        9,396         5,192       39,605
                              -----------  -----------  ------------  -----------

Comprehensive loss            $ (281,135)  (  978,987)   (1,043,890)  (2,823,079)
                              ===========  ===========  ============  ===========
</TABLE>

See notes to condensed consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                               NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Condensed Consolidated Statement of Changes in Shareholders' Equity
                                      Nine Months Ended March 31, 2004
                                                 (Unaudited)



                             Common stock      Additional   Accumulated other                     Total
                          -------------------    paid-in      comprehensive     Accumulated   shareholders'
                            Shares    Amount     capital          income          deficit         equity
                          ----------  -------  -----------  ------------------  ------------  --------------
<S>                       <C>         <C>      <C>          <C>                 <C>           <C>
Balances, July 1, 2003    65,054,738  $ 6,505  21,567,807             190,090   (21,073,620)        690,782

Common stock and
  warrants issued for
  cash, net of $272,000
  offering costs          20,769,231    2,077   1,825,923                   -             -       1,828,000

Common stock issued
  in satisfaction of
  payable                    200,000       20       3,615                   -             -           3,635

Common stock issued for
  cashless exercise of
  warrants                   185,064       19         (19)                  -             -               -

Net loss                           -        -           -                   -    (1,048,786)     (1,048,786)

Other comprehensive
  income (loss):
    Change in unrealized
      gain on securities           -        -           -                (296)            -            (296)
    Foreign currency
      translation
      adjustments                  -        -           -               5,192             -           5,192
                          ----------  -------  -----------  ------------------  ------------  --------------
Balances,
  March 31, 2004          86,209,033  $ 8,621  23,397,326             194,986   (22,122,406)      1,478,527
                          ==========  =======  ===========  ==================  ============  ==============
</TABLE>

See notes to condensed consolidated financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                    NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                    Condensed Consolidated Statements of Cash Flows
                       Nine Months Ended March 31, 2004 and 2003
                                      (Unaudited)

                                                                 2004         2003
                                                             ------------  -----------
<S>                                                          <C>           <C>
Cash flows from operating activities:
 Net loss                                                    $(1,048,786)  (2,862,530)
                                                             ------------  -----------
 Adjustments to reconcile net loss to net cash used
  in operating activities from continuing operations:
  (Income) loss from discontinued operations                    ( 13,261)     603,270
  Amortization expense                                           117,926      103,905
  Depreciation expense                                            16,900      115,099
  Equity losses of affiliates                                     68,372            -
  Amortization of deferred consulting costs                      122,459       50,499
  Stock-based compensation expense                                     -       14,934
  Changes in operating assets and liabilities:
   Decrease (increase) in accounts receivable                      2,000     (216,868)
   Decrease (increase) in prepaid expense                         43,748     ( 30,546)
   Decrease (increase) in deposits and other assets                7,860     ( 58,996)
   (Decrease) increase in accounts payable and
     accrued liabilities                                        (245,825)     316,821
                                                             ------------  -----------
 Total adjustments                                               120,179      898,118
                                                             ------------  -----------

    Net cash used in operating activities
      from continuing operations                                (928,607)  (1,964,412)
                                                             ------------  -----------

Cash flows from investing activities:
  Increase in patent and trademark applications                 ( 63,178)    (129,884)
  Purchases of property and equipment                             (1,575)    ( 22,941)
  Payments received on notes receivable                                -      170,779
  Cash effect of ExypnoTech deconsolidation                     (115,151)           -
                                                             ------------  -----------
    Net cash (used in) provided by investing activities
      from continuing operations                                (179,904)      17,954
                                                             ------------  -----------

Cash flows from financing activities:
  Issuance of common stock and warrants for cash               1,828,000    1,595,461
  Proceeds from notes payable                                    165,000            -
  Payments of notes payable                                    ( 175,000)           -
                                                             ------------  -----------
    Net cash provided by financing activities
      from continuing operations                               1,818,000    1,595,461
                                                             ------------  -----------

Effect of exchange rate changes on cash
  and cash equivalents                                           119,588       17,127
                                                             ------------  -----------

Net cash used in discontinued operations                          (7,095)      (9,094)
                                                             ------------  -----------

Net increase (decrease) in cash and cash equivalents             821,982     (342,964)

Cash and cash equivalents, beginning                             200,739      679,209
                                                             ------------  -----------

Cash and cash equivalents, ending                            $ 1,022,721      336,245
                                                             ============  ===========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                     $         -        5,923
                                                             ============  ===========
Supplemental disclosure of non-cash investing and financing
  activities:
   Issuance of common stock in satisfaction of payable       $     3,635            -
                                                             ============  ===========
   Investment in joint venture in exchange for equipment     $   132,000
                                                             ============
   Warrant issued for deferred consulting services                     -      230,400
                                                             ============  ===========
See notes to condensed consolidated financial statements.
</TABLE>


                                      F-6
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)

1.  Business,  Organization  and  Summary  of  Significant  Accounting
----------------------------------------------------------------------
    Policies:
    ---------

Presentation  of  Interim  Information:

The  accompanying  condensed  consolidated  financial  statements  include  the
accounts  of  NanoPierce Technologies, Inc., a Nevada corporation (the Company),
its  wholly-owned  subsidiary,  NanoPierce  Connection  Systems,  Inc., a Nevada
Corporation  (NCOS),  its  wholly-owned  foreign  subsidiary,  NanoPierce  Card
Technologies  GmbH,  Hohenbrunn  (NCT),  and  ExypnoTech,  GmbH  (EPT, formed in
February  2002) through December 11, 2003 (Note 4). During the fiscal year ended
June  30,  2003,  NCT  effectively  discontinued  its  operations (Note 2).  All
significant  intercompany  accounts  and  transactions  have  been eliminated in
consolidation.

In  the  opinion  of  the  management of the Company, the accompanying unaudited
condensed  consolidated  financial  statements include all material adjustments,
including  all normal and recurring adjustments, considered necessary to present
fairly  the  financial  position  and  operating  results of the Company for the
periods  presented.  The  financial  statements  and  notes  are  presented  as
permitted by Form 10-QSB, and do not contain certain information included in the
Company's last Annual Report on Form 10-KSB/A for the fiscal year ended June 30,
2003.  It  is the Company's opinion that when the interim statements are read in
conjunction  with  the  June  30,  2003  Annual  Report  on  Form  10-KSB/A, the
disclosures  are  adequate  to  make  the  information presented not misleading.
Interim results are not necessarily indicative of results for a full year or any
future  period.

In  the  Company's last Annual Report on Form 10-KSB/A for the fiscal year ended
June  30,  2003,  the  Independent  Auditors'  Report  includes  an  explanatory
paragraph  that  describes  substantial  doubt  about  the  Company's ability to
continue  as  a  going concern.  The Company's financial statements for the nine
months  ended  March 31, 2004 have been prepared on a going concern basis, which
contemplates  the  realization  of  assets and the settlement of liabilities and
commitments  in  the normal course of business.  The Company reported a net loss
of  $1,048,786  for  the  nine  months  ended March 31, 2004, and an accumulated
deficit of $22,122,406 as of March 31, 2004.  The Company has not recognized any
significant  revenues  from  its  PI technology, the Company's subsidiary NCT is
under  a  plan  of  self-liquidation,  and  in December 2003, the Company sold a
controlling  51%  interest  in  EPT.

In  January  2004,  the  Company  entered into an equity financing agreement, of
which  the  Company  received  $2 million upon the issuance of restricted common
stock  (Note  7).  The  Company intends to use these funds to support operations
and  for  possible  business  acquisitions.

Currently,  the  Company  does  not  have  a  revolving  loan agreement with any
financial institution, nor can the Company provide any assurance it will be able
to  enter  into  any  such  agreement  in  the future, or be able to raise funds
through  a  further  issuance  of  debt  or  equity  in  the  Company.


                                      F-7
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)


Business:

The  Company  is  engaged  in  the design, development and licensing of products
using  its intellectual property, the PI Technology.  The PI Technology consists
of  patents,  pending  patent  applications, patent applications in preparation,
trade  secrets,  trade  names,  and  trademarks.  The  PI  Technology  improves
electrical,  thermal and mechanical characteristics of electronic products.  The
Company  has  designated  and  is  commercializing  its  PI  Technology  as  the
NanoPierce Connection System (NCS(TM)) and has begun to market the PI Technology
to companies in various industries for a wide range of applications.

NCOS business activities are to include the licensing, sale and/or manufacturing
of certain electronic products using the NCS technology. Through March 31, 2004,
NCOS  activities have primarily consisted of research and development, marketing
and administrative functions.  Prior to discontinuing operations, NCT activities
consisted  primarily  of  providing  software  development  and  implementation
services,  and  performing administrative, research and development, and selling
and  marketing activities. Through March 31, 2004, EPT activities have primarily
consisted  of  manufacturing  inlay components used in, among other things Smart
Labels,  which is a paper sheet holding a chip-containing module that is capable
of memory storage and/or processing.  Scimaxx Solutions, LLC, which is an equity
investment  (Note  5)  is  primarily  involved  in  research and development and
marketing  functions.

Business  Risk:

The  Company  is  subject  to risks and uncertainties common to technology-based
companies,  including  rapid  technological  change,  dependence  on  principle
products  and  third  party  technology,  new  product  introductions  and other
activities  of  competitors,  dependence on key personnel, and limited operating
history.

International  Operations:

NCT  and  EPT  operations  are located in Germany.  NCT and EPT transactions are
conducted in currencies other than the U.S. dollar, (the currency into which the
subsidiaries'  historical  financial  statements have been translated) primarily
the  Euro.  As  a result, the Company is exposed to adverse movements in foreign
currency exchange rates.  In addition, the Company is subject to risks including
adverse  developments  in the foreign political and economic environments, trade
barriers,  managing foreign operations and potentially adverse tax consequences.
There  can  be  no  assurance that any of these factors will not have a material
adverse  effect on the Company's financial condition or results of operations in
the  future.


                                      F-8
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)

Loss  Per  Share:

Statement  of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
requires dual presentation of basic and diluted earnings or loss per share (EPS)
with  a  reconciliation  of  the  basic  EPS  computation  to  the numerator and
denominator  of  the  diluted  EPS  computation.  Basic  EPS  excludes dilution.
Diluted  EPS  reflects  the potential dilution that could occur if securities or
other  contracts  to  issue common stock were exercised or converted into common
stock  or  resulted  in  the  issuance  of  common stock that then shared in the
earnings of the entity.  Loss per share of common stock is computed based on the
weighted  average  number of common shares outstanding during the period.  Stock
options and warrants are not considered in the calculation, as the impact of the
potential  common  shares  (81,231,877  shares  at March 31, 2004 and 15,984,376
shares  at  March  31,  2003)  would  be to decrease loss per share.  Therefore,
diluted  loss  per  share  is  equivalent  to  basic  loss  per  share.

Stock  Based  Compensation:

SFAS  No.  123,  Accounting  for  Stock  Based Compensation, allows companies to
choose  whether to account for employee stock-based compensation on a fair value
method,  or  to  continue  accounting  for such compensation under the intrinsic
value  method  prescribed  in  Accounting  Principles  Board  Opinion  No.  25,
Accounting  for  Stock  Issued to Employees (APB 25).  The Company has chosen to
continue to account for employee stock-based compensation using APB 25.

Had  compensation  cost  for  the Company's stock plans been determined based on
fair  value  at  the  grant dates for awards under the plans consistent with the
method  prescribed  under  SFAS No. 123, the Company's net loss and net loss per
share  for  the  nine  months ended March 31, 2004 and 2003, respectively, would
have  changed  to  the  pro  forma  amounts  indicated  below:

<TABLE>
<CAPTION>
                                          March 31,     March 31,
                                             2004          2003
                                         ------------  ------------
<S>                                      <C>           <C>
Net loss, as reported                    $(1,048,786)  ( 2,862,530)
Total stock-based employee compensation
  expense determined under fair value
  based method for all awards                      -   (    58,000)
                                         ------------  ------------
Net loss, pro forma                      $(1,048,786)  ( 2,920,530)
                                         ============  ============
Net loss per share, as reported          $(     0.01)  (      0.05)
Net loss per share, pro forma            $(     0.01)  (      0.05)
</TABLE>


                                      F-9
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)

The  fair  value  of options granted during the nine months ended March 31, 2003
(Note  7)  was  estimated  on  the  date  of  grant  using  the  Black-Scholes
option-pricing  model  with  the  following  weighted-average  assumptions:

     Expected  dividend  yield                            0%
     Expected  stock  price  volatility                 105%
     Risk-free  interest  rate                          2.9%
     Expected  life  of  options                     6.5 years

No options were granted during the nine months ended March 31, 2004.

Research  and  Development:

The  Company  includes  in  research  and development expense: payroll, facility
rent, lab supplies and other expense items directly attributable to research and
development expenses. The Company does not contract its research and development
work,  nor  does  it,  at  this  time, perform research and development work for
others.

Recently  Issued  Accounting  Pronouncements:

In  January  2003,  the  Financial Accounting Standards Board (FASB) issued SFAS
Interpretation  No.  46, Consolidation of Variable Interest Entities ("FIN 46"),
which  changes  the criteria by which one company includes another entity in its
consolidated  financial  statements.  FIN 46 requires a variable interest entity
("VIE") to be consolidated by a company if that company is subject to a majority
of  the  risk  of  loss  from  the  variable  interest entity's activities or is
entitled  to  receive  a  majority of the entity's residual returns or both.  In
December 2003, the FASB approved a partial deferral of FIN 46 along with various
other  amendments.  The effective date of this interpretation was extended until
the  first fiscal period ending after December 15, 2003.  The adoption of FIN 46
did  not  impact  the  Company's  financial  position  or results of operations.

2.  Discontinued  Operations:
-----------------------------

On  April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.  The
insolvency  filing  was  necessary in order to comply with specific German legal
requirements.  In  conjunction  with  the  insolvency  filing, management made a
decision  in  April  2003  to  discontinue  operations at NCT and liquidate NCT,
either  though  the  German  courts  or through a self-liquidation. In September
2003,  the  German courts rejected the application for insolvency; therefore NCT
implemented  a  plan of self-liquidation as provided by German law.  The Company
anticipates  that  liquidation  will  be  completed  by  June  30,  2004.


                                      F-10
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)

At  March 31, 2004, NCT's remaining asset is cash of $3,396, and its liabilities
consist  of  accounts  payable  of  $363,057 (excluding intercompany payables of
approximately  $182,982).

NCT's  revenues  for  the  nine months ended March 31, 2004 and 2003 reported in
discontinued  operations  were $0 and $139,651, respectively ($0 and $43,124 for
the  three  months  ended  March 31, 2004 and 2003, respectively).  NCT recorded
income for the nine months ended March 31, 2004 of $13,261 (a net loss of $2,916
for  the  three  months ended March 31, 2004), which was due to gains recognized
from  the  sale of equipment and the extinguishment of certain accrued expenses.
NCT recorded a loss for the nine months ended March 31, 2003 of $603,270 (a loss
of  $200,045  for the three months ended March 31, 2003).  NCT did not incur any
income  taxes  during  these  periods.

3.  Notes  receivable:
----------------------

During  the  nine  months  ended March 31, 2003, two notes receivable were paid.
The  Company received $144,709 under a 5%, unsecured note receivable and $26,070
under  an  8%,  unsecured  note  receivable.

4.  Investment  in  EPT:
------------------------

On  December  11,  2003,  an  unrelated  German  entity  agreed  to  purchase  a
controlling 51% equity interest in EPT in exchange for $98,000, of which $62,787
was  received  as of March 31, 2004. No gain or loss was incurred by the Company
as  a result of this transaction. As a result of the Company's reduced ownership
interest  and  loss  of  control  of  EPT,  the Company deconsolidated EPT as of
December  11,  2003,  and  began  accounting for its investment in EPT under the
equity method of accounting at that time. Under the equity method of accounting,
the  carrying  amount  of the Company's investment in EPT ($231,069 at March 31,
2004) is adjusted to recognize the Company's proportionate share of EPT's income
(loss)  each  period.

Unaudited  condensed  financial information of EPT as of March 31, 2004, and for
the nine month periods ended March 31, 2004 and 2003 are as follows:

<TABLE>
<CAPTION>
Assets:
<S>                                    <C>
    Current assets                     $ 78,205
    Equipment                           315,882
                                       --------

  Total assets                         $394,087
                                       ========

Liabilities and members' equity:
    Current liabilities                $150,381
    Members' equity                     243,706
                                       --------

Total liabilities and members' equity  $394,087
                                       ========
</TABLE>


                                      F-11
<PAGE>
<TABLE>
<CAPTION>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)


                       Nine Months Ended
                           March 31,
                    ------------------------
                       2004        2003
                    -----------  -----------
<S>                 <C>          <C>

Revenues            $   34,885   $   17,201
Costs and expenses    (246,556)    (364,420)
                    -----------  -----------

Net loss            $ (211,671)  $ (347,219)
                    ===========  ===========
</TABLE>

Pro  forma  results  of the Company's operations for the nine months ended March
31,  2004  and  2003, assuming the deconsolidation of EPT occurred as of July 1,
2003  and  2002,  are  as  follows:

<TABLE>
<CAPTION>
                        2004          2003
                    ------------  -------------
<S>                 <C>           <C>

Revenues            $         -   $          -
Operating expenses  $  (922,910)  $( 1,855,094)
Net loss            $  (918,353)  $( 2,515,311)
</TABLE>

5.  Investment  in  Joint  Venture  Interest:
---------------------------------------------

On  September  15, 2003, the Company entered into a joint venture agreement with
Scimaxx,  LLC, an entity related to the Company in that a member of Scimaxx, LLC
is an officer/director of the Company.  The name of the joint venture is Scimaxx
Solutions,  LLC  (Scimaxx Solutions, a Colorado Limited Liability company formed
in  September  2003).  The  purpose  of  the  joint  venture  is  to provide the
electronics industry with technical solutions to manufacturing problems based on
the  need  for  electrical  connectivity.

The  Company  received  a  50%  interest  in the joint venture in exchange for a
contribution  of  NCOS equipment with a carrying value of approximately $132,000
at  September  15,  2003. The Company also granted Scimaxx Solutions a ten-year,
non-exclusive,  non-royalty  bearing  worldwide  license  to  use  the Company's
intellectual property.  Scimaxx, LLC is to invest $50,000 cash, of which $22,900
has  been received as of March 31, 2004.  The terms of the joint venture provide
for  the  Company  to  share  in  50% of joint venture net profits, if any.  The
Company is to share in 50% of joint venture net losses beyond the first $50,000.
The  Company  has  a  49% voting interest in the joint venture.  The Company has
determined  that  Scimaxx  LLC  is the controlling financial interest holder and
therefore,  the Company is accounting for its investment in Scimaxx Solutions as
an  equity  method  investment.  At  March 31, 2004, the Company's investment in
Scimaxx  Solutions  is  $104,214.  At  March 31, 2004, Scimaxx Solutions' assets
consist  of  cash  of  $3,142,  accounts receivable of $2,015, and machinery and
equipment  of  approximately  $98,800; liabilities consist of $6,602 of accounts
payable.  Through  the  nine  months  ended  March  31,  2004, Scimaxx Solutions
recognized  revenues  of  $7,579 and a net loss of $54,898; $29,104 of which was
allocated  to  Scimaxx,  LLC.


                                      F-12
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)

In  April  2004,  the  Company  advanced  Scimaxx  Solutions  $25,000 to support
continuing  operations.

6.  Notes  Payable  -  Related  Parties:
----------------------------------------

In  June  2003, an officer/director of the Company loaned $10,000 to the Company
in  exchange  for  an  unsecured,  7%  promissory note due in December 2003.  In
September  2003,  the  same  officer/director  loaned  the Company an additional
$30,000 in exchange for an unsecured, 7% promissory note, due in September 2004.
In  January  2004, the Company paid the $40,000 plus accrued interest of $1,247.

In  September  2003,  Intercell  International  Corporation  ("Intercell"),  an
affiliate of the Company at the time, loaned the Company $35,000 in exchange for
an  unsecured,  7%  promissory  note  due  in  September 2004. In November 2003,
Intercell  loaned  the Company $100,000 in exchange for a 7% promissory note due
in November 2004.  This promissory note was collateralized by an assignment of a
51% interest in the proceeds, if any, the Company may receive in connection with
the  Financing Agreement litigation (Note 8).  In January 2004, the Company paid
the  $135,000,  plus  accrued  interest  of  $2,493.

7.  Shareholders'  Equity:
--------------------------

On  January  20, 2004, the Company sold 20,000,000 units at a price of $0.10 per
unit  for  an  aggregate  amount  of  $2,000,000  cash, pursuant to a Securities
Purchase  Agreement (net of $272,000 of offering costs, discussed below). A unit
consists  of  (i)  one  share  of  the Company's common stock, (ii) a warrant to
purchase  one share of common stock at an exercise price of $0.10 per share, and
(iii)  a  warrant  to  purchase  two  shares of the Company's common stock at an
exercise  price  of  $0.25  per  share.  All warrants have an expiration date of
January  20, 2009. As a result of the sale, the Company issued 20,000,000 shares
of  its  common  stock,  20,000,000 warrants with an exercise price of $0.10 per
share  and  40,000,000  warrants  with  an  exercise  price  of $0.25 per share.

In  connection  with  the  sale of the units, the placement agent received a fee
consisting  of  a  cash  payment  equal  to  3%  of  the gross proceeds from the
transaction  ($60,000) and warrants to purchase 3% of the total number of shares
of  common stock issued to the investors on the closing date. The Company issued
to  the placement agent warrants to purchase 600,000 shares of common stock with
an  exercise  price of $0.10 per share. The warrants expire on January 20, 2009.
The placement agent is also entitled to receive an additional cash payment equal
to  3% of the gross proceeds, if any, received by the Company as a result of the
exercise  of  the  $0.10  warrants and additional warrants to purchase 3% of the
total number of shares issued as a result of the exercise of the $0.10 warrants.
The Company also paid a $200,00 finders fee to a third party and issued warrants
to purchase 2,000,000 shares of common stock with an exercise price of $0.10 per
share.  This  third party is also entitled to receive an additional cash payment
of 10% of the gross proceeds, if any, received by the Company as a result of the
exercise  of the $0.10 warrants. The Company also incurred an additional $12,000
of  offering  costs,  primarily  legal costs. The warrants expire on January 20,
2009.

During  the nine months ended March 31, 2004, the Company sold 769,231 shares of
restricted  common  stock for cash of $100,000.  The Company also issued 200,000
shares  of  restricted  common  stock  in  satisfaction  of  a  $3,635  payable.


                                      F-13
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)

During the nine months ended March 31, 2004, warrants to purchase 403,333 shares
of  common  stock  were  exercised  (cashless exercise election) in exchange for
185,064  shares  of  common  stock.

During the nine months ended March 31, 2004, warrants to purchase 732,500 shares
of  common  stock  with  exercise  prices  ranging from $0.30 to $2.81 per share
expired.

During  the  nine months ended March 31, 2003, the Company granted stock options
to  purchase 450,000 shares of common stock at exercise prices of $0.58 to $0.97
per  share  to  employees  and  a  director  of  the  Company.

In  May  2004,  a  warrant  to  purchase  1,000,000  shares  of common stock was
exercised  for  $100,000.

8.  Commitments  and  Contingencies:
------------------------------------

Depository  Trust  Suit:

On May 4, 2004, the Company filed suit against the Depository Trust and Clearing
Corporation,  the Depository Trust Company, and the National Securities Clearing
Corporation in the Second Judicial District Court of the County of Washoe, State
of  Nevada.  The  suit alleges multiple claims under the Nevada Revised Statutes
90.570,  90.580,  90.660  and  598A.060 and on other legal bases. The Company is
seeking  for  damages  in  the  amount  of  $25,000,000  and  treble  damages.

Financial  Advisory  and  Placement  Agent  Agreement:

Effective  January  10,  2003,  the  Company  entered  into a 12-month financial
advisory  and  exclusive  placement  agent  agreement  with a third party, which
expired  in January 2004. Under the terms of the agreement, this placement agent
served  as financial advisor to the Company and as its exclusive placement agent
for a private placement of equity securities during the twelve-month term of the
agreement. Compensation also included a $10,000 monthly advisory fee, payable in
cash,  beginning  in June 2003, and ending in January 2004, of which $60,000 has
been  expensed  though  March  31,  2004.

Compensation  to  this  placement  agent  consisted  of a retainer fee (deferred
consulting  costs) valued at approximately $230,400, which included a warrant to
purchase  up  to  450,000 shares of the Company's common stock.  The cost of the
warrant  has  been  amortized  over  the  twelve-month  period  from the date of
issuance  of the warrant.  During the nine months ended March 31, 2004, $122,459
was  expensed  in  connection  with  the  warrant.


                                      F-14
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Nine Months Ended March 31, 2004 and March 31, 2003
                                   (Unaudited)

Financing  Agreement  Suit:

In  connection  with  a  financing  obtained  in October 2000, the Company filed
various actions in the United States District Court for the District of Colorado
against,  among others, Harvest Court, LLC, Southridge Capital Investments, LLC,
Daniel  Pickett,  Patricia  Singer and Thomson Kernaghan, Ltd. for violations of
federal  and  state  securities laws, conspiracy, aiding and abetting and common
law  fraud  among  other claims.  The Company is seeking various forms of relief
including  actual,  exemplary  and  treble  damages.  As  a  result  of  various
procedural  rulings,  in  January 2002, the United States District Court for the
District  of  Colorado  transferred the case to the United States District Court
for  the  Southern District of New York, New York City, New York.  In July 2003,
Harvest  Court, LLC filed suit against the Company, Mr. Metzinger, Ms. Kampmann,
Dr.  Neuhaus, Dr. Shaw and unrelated third parties in the United States District
Court  for the Southern District of New York, New York City, New York.  The suit
alleges  violations  of federal securities laws and common law fraud among other
claims.  Harvest  Court,  LLC  is  seeking  various  forms  of  relief including
compensatory  and  punitive  damages.  The  Company  is  preparing  pleadings
responsive  to  the  complaint.

In  May  2001,  Harvest Court, LLC filed suit against the Company in the Supreme
Court  of  the State of New York, County of New York.  The suit alleges that the
Company  breached  an  October 20, 2000 Stock Purchase Agreement, by not issuing
7,418,895  free  trading shares of the Company's common stock in connection with
the  reset provisions of the Purchase Agreement due on the second reset date and
approximately  4,545,303  shares  due  in  connection with the third reset date.
Harvest  Court,  LLC  is  seeking  the delivery of such shares or damages in the
alternative.  In August 2001, the Supreme Court of the State of New York, County
of  New York issued a preliminary injunction ordering the Company to reserve and
not  transfer  the  shares allegedly due to Harvest Court, LLC.  The Company has
filed  counterclaims seeking various forms of relief against Harvest Court, LLC.

The Company intends to vigorously prosecute this litigation and does not believe
the  outcome  of  this  litigation  will  have  a material adverse effect on the
financial  condition,  results  of  operations  or  liquidity  of  the  Company.
However, it is too early at this time to determine the ultimate outcome of these
matters.

9.  Foreign  and  Domestic  Operations:
---------------------------------------

The  Company's revenues from continuing operations during the nine-month periods
ended  March  31,  2004 and 2003 were generated solely in Germany.  There was no
significant  amount of transfers between geographic areas.  Long-lived assets at
March  31,  2004  of  $667,742  were  located  solely  in  the  United  States.


                                      F-15
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     Certain  statements  contained in this Form 10-QSB contain "forward-looking
statements"  within  the meaning of the Private Securities Litigation Reform Act
of  1995  and involve risks and uncertainties that could cause actual results to
differ  materially  from  the  results,  financial  or  otherwise,  or  other
expectations  described in such forward-looking statements.  Any forward-looking
statement  or statements speak only as of the date on which such statements were
made,  and  the  Company  undertakes no obligation to update any forward-looking
statement  to  reflect  events  or  circumstances  after  the date on which such
statements  are  made  or  reflect  the  occurrence  of  unanticipated  events.
Therefore, forward-looking statements should not be relied upon as prediction of
actual  future  results.

     The  independent  auditors' report on the Company's financial statements as
of  June  30, 2003, and for each of the years in the two-year period then ended,
includes  a  "going  concern"  explanatory paragraph, that describes substantial
doubt  about the Company's ability to continue as a going concern.  Management's
plans in regard to the factors prompting the explanatory paragraph are discussed
below  and  also  in  Note  1  to  the  quarterly  Financial  Statements.

RESULTS  OF  OPERATIONS

     On  April 1, 2003, NCT filed insolvency with the Courts of Munich, Germany.
The  insolvency  filing  was  necessary, in the view of the Company, in order to
comply  with  specific  German  legal  requirements.  NCT  is  presented  as
discontinued  operations  in  the  Company's  consolidated financial statements.
During  the  nine  months  ended  March  31,  2004, NCT recognized net income of
$13,261  compared  to  losses of $603,270 during the nine months ended March 31,
2003.  In September 2003, the court rejected the application for insolvency, and
the  Company  is  now  under self-liquidation in accordance with German law.  In
compliance  with the self-liquidation, NCT sold its fixed assets to an unrelated
third-party  in  December  2003.

     The  Company  recognized  $28,449  in  revenues  from continuing operations
during  the  nine  months  ended March 31, 2004 compared to $19,102 for the nine
months  ended  March 31, 2003($0 and $8,475 for the three months ended March 31,
2004  and  2003,  respectively).  The $28,449 in revenues was generated from the
sale  of  inlay  components  to  customers  by  ExypnoTech.

     The  Company  recognized  $11,387 in interest income during the nine months
ended  March 31, 2004 compared to $19,716 during the nine months ended March 31,
2003  ($3,188  and  $4,760  for  the three months ended March 31, 2004 and 2003,
respectively).

     Total  operating expenses from continuing operations during the nine months
ended  March 31, 2004 were $1,082,312 compared to $2,298,078 for the nine months
ended  March  31, 2003 ($295,212 compared to $801,490 for the three months ended
March  31, 2004 and 2003, respectively). The decrease of $1,215,766 is primarily
attributable  to a decrease in general and administrative expenses, as described
below.


                                        1
<PAGE>
     General  and administrative expenses during the nine months ended March 31,
2004  were $998,416 compared to $1,821,255 for the nine months ended March 31,
2003  ($295,212  compared  to $643,865 for the three months ended March 31, 2004
and 2003, respectively). The decrease of $822,839 is primarily attributable to a
$594,428  decrease in payroll expenses and a $56,669 decrease in legal expenses.
Selling  and marketing expenses during the nine months ended March 31, 2004 were
$37,033 compared to $203,244 during the nine months ended March 31, 2003 ($0 and
$68,833  for  the three months ended March 31, 2004 and 2003, respectively). The
decrease  of  $166,211  was due to a decrease in marketing activities throughout
the  Company.  Research  and  development  expenses during the nine months ended
March 31, 2004 were $46,863 compared to $273,579 for the nine months ended March
31,  2003  ($0  and $88,792 for the three months ended March 31, 2004 and 2003).
The  decrease  of  $226,716 was due to a decrease in activities at the Company's
subsidiaries  in  connection  with  the further development and expansion of the
NCS(TM)  technology.

     During  the  nine months ended March 31, 2004, the Company recognized a net
loss  of  $1,048,786 compared to a net loss of $2,862,530 during the nine months
ended March 31, 2003 ($291,888 and $988,300 for the three months ended March 31,
2004  and  2003,  respectively).  The  decrease  of  $1,813,744  is  primarily
attributable  to  the decrease of $1,215,766 in operating expenses and income of
$13,261  from  discontinued  operations during the nine month period ended March
31, 2004, compared to a loss from discontinued operations of $603,270 during the
nine  months  ended  March  31,  2003.

LIQUIDITY  AND  FINANCIAL  CONDITION

     The Company's continuing operations are not generating positive cash flows.
On January 20, 2004 (the "Closing Date"), the Company sold a total of 20,000,000
units  at  $0.10  per  unit  for  an aggregate of $2,000,000 (net of $272,000 of
offering  costs),  pursuant  to  a Securities Purchase Agreement dated as of the
Closing Date (the "Securities Purchase Agreement"). For each unit purchased, the
investors received (i) one share of the Company's common stock, par value $.0001
per  share,  (ii) a warrant to purchase one share of common stock at an exercise
price  of $0.10 per share ("the $0.10 warrants") and (iii) an additional warrant
to  purchase  two shares of common stock at an exercise price of $0.25 per share
(the  "$0.25  warrants").  The  $0.10  warrants and the $0.25 warrants expire on
January  20,  2009  unless  exercised  earlier.

     On  the  Closing  Date,  the Placement Agent received a fee consisting of a
cash  payment  equal  to 3% ($60,000) of gross proceeds from the transaction and
warrants  to purchase 3% of the total number of shares of Common Stock issued to
the investors on the Closing Date.  The warrants have an exercise price of $0.10
per  share  and  expire  on  January  20,  2009  unless  exercised earlier.  The
Placement  Agent is also entitled to receive an additional cash payment equal to
3%  of  the  gross  proceeds, if any, received by the Company as a result of the
exercise  of  the  $0.10  warrants and additional warrants to purchase 3% of the
total number of shares issued as a result of the exercise of the $0.10 warrants.
The  additional warrants have an exercise price of $0.10 per share and expire on
January  20,  2009.


                                        2
<PAGE>
     An unrelated third party ("the Finder") received a fee for the introduction
of  the  Company  to  the  Placement  Agent  and  the purchasers and for various
consulting  work  done  on  behalf  of  the Company. The fee consisted of a cash
payment  equal  to 10% of the gross proceeds from the Transaction ($200,000) and
warrants to purchase 10% of the total number of shares of common stock issued to
the  investors  on  the  Closing  Date  (2,000,000 shares). The warrants have an
exercise  price  of  $0.10  per  share  and  expire  on  January 20, 2009 unless
exercised  earlier.  The  Finder  is also entitled to receive an additional cash
payment  of  10%  of  the  gross  proceeds, if any, received by the Company as a
result  of  the  exercise  of the $0.10 warrants by the investors and additional
warrants  to  purchase  10%  of  the total number of shares, if any, issued as a
result  of  the  exercise of the $0.10 warrants. The additional warrants have an
exercise  price  of  $0.10  per  share  and  expire  on  January 20, 2009 unless
exercised  earlier.  The  Company  also  incurred $12,000 of additional offering
costs,  primarily  legal  costs,  at  the  closing  date.

     If  all  of  the warrants from the transaction issued to the investors, the
Placement  Agent  and  the Finder are exercised, the Company will be required to
issue  an  additional  85,200,000  shares of common stock, and the Company, on a
fully  diluted basis (including the reservation of 11,919,120 shares as required
by  the  court  in  the  Financing Agreement Litigation), would have 179,360,030
shares  of  Common  Stock  issued  and  outstanding.

     During  the nine months ended March 31, 2004, the Company also sold 769,231
shares  of  common  stock  for  $100,000.  The  funds  were  raised  to  support
operations.

     As  a result of continued operating losses and working capital deficiencies
and  in  order to comply with specific German legal requirements, in April 2003,
the  Company's  wholly owned subsidiary NanoPierce Card Technologies, Gmbh (NCT)
filed for insolvency with the Courts of Munich, Germany.  In September 2003, the
German courts rejected the application for insolvency; therefore NCT implemented
a  plan  of self-liquidation as provided by German law.  The Company anticipates
that  liquidation  will  be  completed  by  June  30,  2004.

     During  the  nine months ended March 31, 2004, Mr. Metzinger, the President
and  CEO  of  the  Company  loaned  $30,000  to  the  Company in exchange for an
unsecured 7% promissory note due in September 2004. During the fiscal year ended
June  30,  2003,  Mr. Metzinger loaned $10,000 to the Company in exchange for an
unsecured  7%  promissory  note  due in December 2003. At December 31, 2003, the
note balances were $40,000. In January 2004, the notes were paid in full.

     During  the  nine  months  ended  March  31,  2004, Intercell International
Corporation, an affiliate of the Company, loaned the Company $35,000 in exchange
for  an  unsecured  7%  promissory note due in September 2004.  At September 30,
2003,  the  note balance was $35,000.  In November 2003, Intercell International
Corporation loaned the Company $100,000 in exchange for a 7% promissory note due
in  November  2004.  The promissory note is collateralized by an assignment of a
51%  interest  in and to the proceeds, if any, that the Company may receive as a
result  of  the  Financing Agreement litigation.  At December 31, 2003, the note
balances were $135,000. In January 2004 the notes were paid in full.


                                        3
<PAGE>
     During the nine months ended March 31, 2004, the Company expanded the scope
of  its patent and trademark applications. The patent and trademark applications
are  being amortized using the straight-line method over ten years. On March 31,
2004,  the  Company  has  a  remaining  unamortized carrying value of patent and
trademark applications totaling $451,537, compared to $431,286 on June 30, 2003.
The  net  increase  of $20,251 was primarily due to cash expenditures of $63,178
for  patent  and  trademark applications, which reflect the Company's efforts to
increase  patent  and  trademark  protection  overseas.

PLAN  OF  OPERATIONS

     In  December  2003, the Company's wholly-owned subsidiary ExypnoTech signed
an  Investment  agreement  with  an  unrelated third party.  The investor made a
$62,787 investment in ExypnoTech in return for an issuance of a controlling, 51%
equity interest in ExypnoTech.  After the issuance, the Company holds 49% of the
outstanding  equity  of  ExypnoTech.  Effective  December  11, 2003, the Company
deconsolidated  ExypnoTech and is now accounting for ExypnoTech under the equity
method  of  accounting.

     In  December  2003, Noel Eberhardt, a director of the Company, resigned his
position  on  the  Board  of  Directors.

     In  September  2003,  the Company formed a joint venture with Scimaxx, LLC.
The joint venture, Scimaxx Solutions, LLC is to market the Company's technology.
Scimaxx  LLC,  is owned by an officer and director of the Company and two former
employees of the Company.  In return for 50% ownership of the Scimaxx Solutions,
LLC  (49%  voting  interest),  the  Company contributed a license to utilize its
technology  and  the  facilities  and  equipment of NanoPierce Connections.  The
Company  is  not  required  to make any cash contributions to the joint venture.
Operating  capital  is to be provided by Scimaxx, LLC, of which $22,900 has been
received through March 31, 2004.  In April 2004, the Company advanced $25,000 to
Scimaxx  Solutions  to  support  continuing  operations.

     During  the  nine  months  ended  March 31, 2004, the Company continued its
efforts  to  raise  capital  to  continue  its  operations. In January 2004, the
Company received $2 million in proceeds (net of $272,000 of offering costs) from
a  private  placement  of  units  that  each  consisted of a single share of the
Company's  common  stock  and  warrants  to purchase two shares of the Company's
common  stock  as  described  herein  under  "MANAGEMENT'S  DISCUSSION  AND
ANALYSIS-Liquidity  and  Financial  Condition."  After  the  completion  of  the
financing, the Company made the following cash disbursements: $181,238 to pay in
full  several  outstanding  promissory  notes, and approximately $239,000 to pay
outstanding  accounts  payable.  The  Company  expects  to utilize the remaining
$1,307,762  to  support  operations  and  business  activities  of  the Company,
including  but  not  limited  to  such  things  as  the filing of a registration
statement registering the common stock and shares of common stock underlying the
warrants  issued as a part of the private placement that closed in January 2004,
salaries  and  the  other  day-to-day  business  activities  of the Company. The
Company  believes that it has enough capital to meet its operating costs for the
next  twelve  months.  The  Company is not currently actively seeking financing.


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     As  a result of the Company's limited revenues, lack of liquidity and going
concern  issues,  the  Company  has  revised  its  business plan to focus on the
licensing of its technology to or entering into joint ventures with companies to
utilize  its  technology  rather  than the development by the Company of its own
products  utilizing  its  technology.  The  Company  expects to utilize the cash
received  from  the  private placement described above to continue to pursue the
development  and  marketing  of  its  technology  through  the  joint  venture
arrangement  with Scimaxx Solutions and its ownership interest in ExypnoTech and
to  continue  to  develop  relationships  with  companies  which  it enters into
licensing  agreements  or  joint   venture  agreements  with.  At this time, the
Company  does  not  have  any  other  operations.

     If  the  warrants  issued  to  investors in the private placement described
above  are  all  exercised,  the  Company  expects  to  receive  an  additional
$12,500,000.  However, no assurance can be given that any of these warrants will
be exercised. If the warrants are exercised, the  Company  has  decided  to  use
the additional funds received  from  the  exercise of these warrants  to acquire
a  revenue  generating  company  or  to  acquire technology complementary to the
current  technology  of  the Company,  to  be  marketed  through  the  Company's
joint  venture  arrangement  with  Scimaxx  Solutions, its ownership interest in
ExypnoTech  and  any other licensing agreements or joint venture agreements that
the  Company  may  enter  in  the  future.

     The  Company  continues  to  evaluate  additional  merger  and  acquisition
opportunities.

ITEM  3.  CONTROLS  AND  PROCEDURES

     A  review  and  evaluation  was  performed  by  the  Company's  management,
including  the Company's Chief Executive Officer (the "CEO") and Chief Financial
Officer  (the  "CFO"),  of  the effectiveness of the design and operation of the
Company's  disclosure  controls and procedures as of a date within 90 days prior
to  the  filing  of this quarterly report.  Based on that review and evaluation,
the  CEO  and  CFO have concluded that the Company's current disclosure controls
and procedures, as designed and implemented, were effective.  There have been no
significant changes in the Company's internal controls subsequent to the date of
their  evaluation.  There  were no significant material weaknesses identified in
the  course of such review and evaluation and, therefore, no corrective measures
were  taken  by  the  Company.


                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     On  May  4,  2004,  the Company filed suit against the Depository Trust and
Clearing  Corporation, the Depository Trust Company, and the National Securities
Clearing  Corporation  in  the  Second  Judicial District Court of the County of
Washoe,  State  of Nevada. The suit alleges multiple claims under Nevada Revised
Statutes  90.570,  90.580,  90.660  and  598A.060  and on other legal bases. The
Company  is  seeking  damages  in  the amount of $25,000,000 and treble damages.


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ITEM  2.  CHANGES  IN  SECURITIES

     During the period of January 1, 2004 to March 31, 2004 the Company made the
following  issuances  of  its  securities:


     (a)  The  Company  issued  185,064 restricted common shares on the cashless
          exercise  of  warrants  by  investors.

Exemption From Registration Claimed

     All  of  the above sales by the Company of its unregistered securities were
made  by  the  Company  in  reliance  upon  Section 4(2) of the Act.  All of the
individuals  and/or entities that purchased the unregistered securities were all
known  to  the  Company  and  its  management,  through  pre-existing  business
relationships,  as  long  standing  business associates, friends, and investors.
All  purchasers  were  provided  access  to all material information, which they
requested,  and  all  information  necessary to verify such information and were
afforded access to management of the Company in connection with their purchases.
All  purchasers  of  the  unregistered  securities  acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to
the  Company.  All  certificates or agreements representing such securities that
were  issued  contained restrictive legends, prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either  being  first  registered  or  otherwise  exempt from registration in any
further  resale  or  disposition.


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ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  EXHIBITS.  The  following is a complete list of exhibits filed as part
          of  this Form 10-QSB. Exhibit numbers correspond to the numbers in the
          Exhibit  Table  of  Item  601  of  Regulation  S-B.

          Exhibit  11  Computation  of  Net  Loss  Per  Share
          Exhibit  10.1  Employment  Agreement  of  Paul  H.  Metzinger
          Exhibit  10.2  Employment  Agreement  of  Kristi  J.  Kampmann
          Exhibit  31  Certifications  pursuant  to  Section  302  of  the
                       Sarbanes-Oxley  Act
          Exhibit  32  Certifications  pursuant  to  Section  906  of  the
                       Sarbanes-Oxley  Act

          (B)  REPORTS  ON  FORM 8-K. The registrant filed the following reports
               on  Form  8-K  during  the  quarter  ended  March  31,  2004:

               -    Current  Report  on  Form 8-K dated, January 20, 2004, filed
                    with  the  Securities and Exchange Commission on January 26,
                    2004  (Regarding  a  $2,000,000  Private  Placement  in  the
                    Company.)
               -    Amendment  to  Current Report on Form 8-K dated, January 20,
                    2004,  filed  with the Securities and Exchange Commission on
                    January  30,  2004 (Regarding a $2,000,000 Private Placement
                    in  the  Company.)


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                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                              NANOPIERCE  TECHNOLOGIES,  INC.

                              (REGISTRANT)

Date: May 17, 2004            /s/Paul H. Metzinger
                              --------------------------------------
                              Paul H. Metzinger, President & CEO


Date: May 17, 2004            /s/Kristi J. Kampmann
                              --------------------------------------
                              Kristi J. Kampmann,
                                    Chief Financial Officer


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