================================================================================

                                   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, 2005

                                       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)

         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)

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  (a) or 15(d) of the Securities Exchange Act of 1934 during the past
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 13, 2005 there were 91,259,033 shares of the registrant's sole class
of  common  shares  outstanding.

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


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

Item 1.    Financial Statements (Unaudited)                                               Page
                                                                                          ----

           Report of Independent Registered Public Accounting Firm                        F-1

           Condensed Consolidated Balance Sheet - March 31, 2005                          F-2

           Condensed Consolidated Statements of Operations  -
           Nine and three months ended March 31, 2005 and 2004                            F-3

           Condensed Consolidated Statements of Comprehensive
           Loss - Nine and three months ended March 31, 2005 and 2004                     F-4

           Condensed Consolidated Statement of Changes in Shareholders'
           Equity - Nine months ended March 31, 2005                                      F-5

           Condensed Consolidated Statements of Cash Flows -
           Nine months ended March 31, 2005 and 2004                                      F-6

           Notes to Condensed Consolidated Financial Statements                           F-8

Item 2.    Management's Discussion and Analysis                                           1

Item 3.    Controls and Procedures                                                        4

PART II -  OTHER INFORMATION

Item 1.    Legal Proceedings                                                              4

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds - Not Applicable

Item 3.    Defaults Upon Senior Securities - Not Applicable

Item 4.    Submission of Matters to a Vote of Security Holders - Not Applicable

Item 5.    Other Information - Not Applicable

Item 6.    Exhibits and Reports on Form 8-K                                               5

           SIGNATURES                                                                     6
</TABLE>


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


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, 2005, the related
condensed  consolidated  statements of operations and comprehensive loss for the
three-month  and nine-month periods ended March 31, 2005 and 2004, the condensed
consolidated statements of cash flows for the nine-month periods ended March 31,
2005  and  2004,  and  the  condensed  consolidated  statement  of  changes  in
shareholders'  equity  for  the  nine-month  period  ended March 31, 2005. These
interim  condensed  consolidated  financial statements are the responsibility of
the  Company's  management.

We  conducted our reviews in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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 standards
of  the Public Company Accounting Oversight Board (United States), 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.


/s/ GHP HORWATH, P.C.

Denver, Colorado
May  12,  2005


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                       Condensed Consolidated Balance Sheet
                                  March 31, 2005
                                    (Unaudited)


<S>                                                                  <C>
                      Assets
                      ------

Current assets:
  Cash and cash equivalents                                          $     42,615
  Accounts receivable, net                                                  9,168
  Notes receivable, net (Note 3)                                          314,000
  Prepaid expenses                                                          3,759
                                                                     -------------
    Total current assets                                                  369,542
                                                                     -------------

Property and equipment:
  Office equipment and furniture                                           66,356
  Less accumulated depreciation                                           (48,698)
                                                                     -------------
                                                                           17,658
                                                                     -------------

Other assets:
  Advances receivable (Note 3)                                            225,000
  Deposits and other                                                       19,296
  Investments in affiliates (Note 4)                                      189,751
                                                                     -------------
                                                                          434,047
                                                                     -------------

       Total assets                                                  $    821,247
                                                                     =============


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

Current liabilities:
  Accounts payable                                                   $    159,463
                                                                     -------------

    Total liabilities  (all current)                                      159,463
                                                                     -------------

Commitments and contingencies (Notes 4 and 7)

Shareholders' equity (Note 6):
  Preferred stock; $0.0001 par value; 5,000,000 shares authorized;
  none issued and outstanding
  Common stock; $0.0001 par value; 200,000,000 shares authorized
     91,259,033 shares issued and outstanding                               9,126
  Additional paid-in capital                                           23,857,572
  Accumulated other comprehensive income                                  122,855
  Accumulated deficit                                                 (23,327,769)
                                                                     -------------
      Total shareholders' equity                                          661,784
                                                                     -------------

        Total liabilities and shareholders' equity                   $    821,247
                                                                     =============
<FN>
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
                                                 March 31,                  March 31,
                                        -------------------------  ------------------------
                                            2005         2004         2005         2004
                                        ------------  -----------  -----------  -----------
<S>                                     <C>           <C>          <C>          <C>
Revenues                                $         -            -            -       28,449
                                        ------------  -----------  -----------  -----------

Operating expenses:
  General and administrative                213,036      295,212      604,296      998,416
  Research and development                        -            -            -       46,863
  Selling and marketing                           -            -            -       37,033
                                        ------------  -----------  -----------  -----------
                                            213,036      295,212      604,296    1,082,312
                                        ------------  -----------  -----------  -----------

Loss from operations                     (  213,036)  (  295,212)    (604,296)  (1,053,863)
                                        ------------  -----------  -----------  -----------

Other income (expense):
  Other income                                   30            -       10,538            -
  Interest income                             5,720        3,188       11,907       11,387
  Extinguishment of liabilities                   -       52,500            -       52,500
  Equity losses of affiliates            (   64,918)  (   48,539)  (  114,215)  (   68,372)
  Interest expense, related party                 -   (      909)           -   (    3,699)
                                        ------------  -----------  -----------  -----------
                                            (59,168)       6,240      (91,770)  (    8,184)
                                        ------------  -----------  -----------  -----------

Loss from continuing operations            (272,204)  (  288,972)   ( 696,066)  (1,062,047)
                                        ------------  -----------  -----------  -----------

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

Net loss                                $  (272,204)  (  291,888)    (696,066)  (1,048,786)
                                        ============  ===========  ===========  ===========

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

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

Weighted average number of common
  shares outstanding                     91,259,033   81,663,563   90,753,924   71,139,776
                                        ============  ===========  ===========  ===========
<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,
                              --------------------------  --------------------------
                                  2005          2004          2005          2004
                              ------------  ------------  ------------  ------------
<S>                           <C>           <C>           <C>           <C>
Net loss                      $(  272,204)  (   291,888)  (   696,066)  ( 1,048,786)

Change in unrealized gain on
  securities                   (       72)  (       177)  (       367)  (       296)

Change in foreign currency
  translation adjustments               -        10,930             -         5,192
                              ------------  ------------  ------------  ------------

Comprehensive loss            $  (272,276)     (281,135)     (696,433)   (1,043,890)
                              ============  ============  ============  ============
<FN>
     See notes to condensed consolidated financial statements.
</TABLE>


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Statement of Changes in Shareholders' Equity
                                        Nine Months Ended March 31, 2005
                                                  (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, 2004     90,059,033  $    9,006  23,744,891            123,222   (22,631,703)      1,245,416

Common stock issued upon
  exercise of warrants
  (net of offering costs
  of $7,200)                1,200,000         120     112,681                  -             -         112,801

Net loss                            -           -           -                  -      (696,066)       (696,066)

Other comprehensive
  loss:
    Change in unrealized
      gain on securities            -           -           -               (367)            -            (367)
                           ----------  ----------  ----------  ------------------  ------------  --------------
Balances,
  March 31, 2005           91,259,033  $    9,126  23,857,572            122,855   (23,327,769)        661,784
                           ==========  ==========  ==========  ==================  ============  ==============
<FN>
See notes to condensed consolidated financial statements.
</TABLE>


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                   NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                   Condensed Consolidated Statements of Cash Flows
                                     (Unaudited)


                                                               Nine Months Ended
                                                                   March 31,
                                                         ---------------------------
                                                             2005           2004
                                                         -------------  ------------
<S>                                                      <C>            <C>
Cash flows from operating activities:
 Net loss                                                $ (  696,066)  ( 1,048,786)
                                                         -------------  ------------
 Adjustments to reconcile net loss to net cash used
  in operating activities from continuing operations:
  Income from discontinued operations                               -    (   13,261)
  Amortization expense                                              -       117,926
  Depreciation expense                                          5,441        16,900
  Equity losses of affiliates                                 114,215        68,372
  Provision for losses on note receivable                      35,000
  Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                  (3,359)        2,000
   Decrease in prepaid expense                                 40,968       166,207
   Decrease in deposits and other assets                            -         7,860
   Increase (decrease) in accounts payable and
     accrued liabilities                                       50,607    (  245,825)
                                                         -------------  ------------
 Total adjustments                                            242,872       120,179
                                                         -------------  ------------

    Net cash used in operating activities
      from continuing operations                           (  453,194)   (  928,607)
                                                         -------------  ------------

Cash flows from investing activities:
  Increase in notes receivable                             (  349,000)            -
  Increase in advances receivable                          (  225,000)            -
  Increase in patent and trademark applications                     -    (   63,178)
  Purchases of property and equipment                               -    (    1,575)
  Cash effect of ExypnoTech deconsolidation                         -    (  115,151)
                                                         -------------  ------------
    Net cash used in investing activities
      from continuing operations                           (  574,000)   (  179,904)
                                                         -------------  ------------

Cash flows from financing activities:
  Exercise of warrants and common stock issued for cash       112,801     1,828,000
  Payment of note payable                                  (   61,400)   (  175,000)
  Proceeds from notes payable                                       -       165,000
                                                         -------------  ------------
    Net cash provided by financing activities
      from continuing operations                               51,401     1,818,000
                                                         -------------  ------------

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

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

Net (decrease) increase in cash and cash equivalents      (   975,793)      821,982

Cash and cash equivalents, beginning                        1,018,408       200,739
                                                         -------------  ------------

Cash and cash equivalents, ending                        $     42,615     1,022,721
                                                         =============  ============
<FN>
                                  (Continued)
</TABLE>


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                  NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
                  Condensed Consolidated Statements of Cash Flows
                                    (Unaudited)
                                     Continued


                                                                Nine Months Ended
                                                             ---------------------
                                                                    March 31,
                                                             ---------------------
                                                                2005       2004
                                                             ----------  ---------
<S>                                                          <C>         <C>
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
                                                             ==========  =========
<FN>
See notes to condensed consolidated financial statements.
</TABLE>


                                       F-7
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (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  subsidiaries,  NanoPierce  Connection Systems, Inc., a Nevada
corporation  (NCOS) which was incorporated in November 2001, ExypnoTech, LLC (ET
LLC),  a  Colorado limited liability company, which was formed in June 2004, and
through  December 11, 2003, ExypnoTech, GmbH (EPT, formed in February 2002)(Note
4).  Through June 30, 2004, the condensed consolidated financial statements also
included the wholly-owned foreign subsidiary, NanoPierce Card Technologies GmbH,
(NCT).  NCT  is  presented as discontinued operations; NCT was dissolved in June
2004.  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  Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004.
It  is the Company's opinion that when the interim financial statements are read
in  conjunction  with  the  June  30,  2004  Annual  Report  on Form 10-KSB, 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 Annual Report on Form 10-KSB for the fiscal year ended June 30,
2004,  the  Report of the Independent Registered Public Accounting Firm 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  three  and  nine-months  ended March 31, 2005 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 $696,066 for the nine months ended March 31, 2005, and an
accumulated  deficit  of  $23,327,769 as of March 31, 2005.  The Company has not
recognized  any  revenues  from  its  business  operations.

These factors raise substantial doubt about the Company's ability to continue as
a  going  concern.  The  financial  statements  do  not  contain any adjustments
relating  to  the recoverability and classification of assets or the amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.

Management's  Plans:

To  address its liquidity needs, the Company is relying on cash received from an
equity  placement  agreement that occurred in January 2004, of which the Company
received approximately $1.8 million, net of offering costs, upon the issuance of
restricted  common  stock  and warrants. As part of the placement, cash exercise
warrants  were  issued.  The  Company plans to use funds from such exercises, if
any,  to support ongoing operations. The Company is using these funds to support
operations  and for a possible business acquisition, discussed below and in Note
3.


                                       F-8
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

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.

Recent Events:

On October 1, 2004, the Company signed a Letter Agreement (the "Agreement") with
Xact  Resources  International, Inc. ("Xact Resources").  The Agreement provides
for  the  development of a joint venture between the Company and Xact Resources.
The  purpose of the joint venture would be to produce, market and sell YBG-2000,
a  biotech yeast beta glucan product which has been developed by Xact Resources.
YBG-2000  is  a  natural  beta glucan immune system feed supplement refined from
baker's  yeast. It is used to replace antibiotic fast growth additives which are
currently  used  by  producers  of  feeds  for the livestock, poultry and shrimp
industries.

Pursuant  to the Agreement, the Company has advanced a total of $225,000 to Xact
Resources  through March 31, 2005 (Note 3).  In return, the Company was provided
the  exclusive  right  to  raise $1,500,000 in order to purchase a 50% ownership
interest  in  the  joint  venture.  In January 2005, the right to purchase a 50%
interest  in the joint venture was extended through March 1, 2005.  In May 2005,
the  letter  agreement  was  again  extended  to June 30, 2005, in return for an
additional  advance  of  $30,000.  The  $255,000  is  to  be applied against the
purchase  of  the  50%  ownership  interest or is to be refunded to the Company,
should  the  Company  not  be  able  to  raise  the  funds.

Business:

ET  LLC  business  activities  include  the  marketing  of RFID (Radio Frequency
Identification)  products  in  North America. EPT (an equity investment; Note 4)
business activities primarily consist 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, (an equity investment; Note 4) is primarily involved in
research and development and marketing functions.

International Operations:

EPT  operations  are  located  in  Germany.  Through  June  2004,  prior  to its
dissolution,  NCT  operations were located in Germany (Note 2). EPT transactions
are and, prior to its dissolution, NCT transactions were 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-9
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (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  (76,181,877  shares  at March 31, 2005 and 81,231,877
shares  at  March  31,  2004)  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.

No options were granted to employees during the nine months ended March 31, 2005
or  2004.

Recently  Issued  Accounting  Standards:

In  December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  123(R), Share-Based Payment, which addresses the accounting for share-based
payment  transactions.  SFAS  No.  123(R)  eliminates the ability to account for
share-based  compensation  transactions  using  APB  25,  and generally requires
instead  that  such transactions be accounted and recognized in the statement of
operations  based  on  their  fair  value. SFAS No. 123(R) will be effective for
public  companies that file as small business issuers as of the first interim or
annual  reporting  period  that  begins  after December 15, 2005. The Company is
currently  evaluating the provisions of this standard. Depending upon the number
of  and  terms  of  options  that  may  be  granted  in  future  periods,  the
implementation  of this standard could have a signficant impact on the Company's
financial position and results of operations in future periods.

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  NCT  operations  and liquidate NCT,
pursuant to a plan of self-liquidation as provided by German law.  In June 2004,
NCT  completed  its  plan  of  self-liquidation,  and  the  German court legally
dissolved  NCT.


                                      F-10
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

NCT's revenues for the nine months ended March 31, 2004 reported in discontinued
operations  were  $0.  NCT  incurred  (losses)  and income in the three and nine
months ended March 31, 2004 of ($2,916) and $13,261, respectively, which was due
to gains recognized from the sale of equipment and the extinguishment of certain
accrued  expenses.  NCT  did  not  incur  any  income  taxes during this period.

3.   NOTES  AND  ADVANCES  RECEIVABLE:

Through  March  31,  2005,  the  Company  advanced  a  total of $225,000 to Xact
Resources,  which  is  to be applied to the purchase of a 50% equity interest in
the  proposed  joint  venture with Xact Resources. If the purchase of the equity
interest is not completed, the funds are to be returned to the Company.

In  December  2004,  the  Company  loaned  $35,000  to  Intercell  International
Corporation ("Intercell") in return for an unsecured, 7% promissory note, due in
December 2005.  The loan was made in order to assist Intercell in its efforts to
support  operations.  Since  September 30, 2004, Mr. Metzinger the President and
Chief  Executive  Officer  of  the  Company,  has  served as the Chief Executive
Officer  of  Intercell  and the Company's Chief Financial Officer also serves as
the  Chief  Financial  Officer of Intercell.  On March 16, 2005, Intercell filed
for  protection  under Chapter 11 of the U.S. Bankruptcy Laws.  The Company does
not  believe  that it will be able to fully collect this receivable and at March
31,  2005,  has  recorded  an  allowance  of $35,000 in connection with the note
receivable.

In  November  2004,  the  Company  loaned  $314,000  to Arizcan Properties, Ltd.
("Arizcan").  In  exchange  for  the loan, the Company received an unsecured, 7%
promissory  note,  due on July 31, 2005. The sole director of Arizcan is related
to  a  board  member  of  an  officer  of  Intercell.  The  funds were loaned to
facilitate Arizcan's purchase of an option from certain of the Company's warrant
holders, to initiate the exercise of certain existing warrants to purchase up to
15,700,000  shares  of  the  Company's common stock. The warrants were initially
issued as part of the January 2004 equity placement (Note 6).

4.   INVESTMENTS IN AFFILIATES:

Investment in EPT:

On  December  11,  2003,  a  German  entity,  formed by former employees of EPT,
purchased  a  controlling 51% equity interest in EPT in exchange for $98,000, of
which  $62,787  has  been  received through March 31, 2005.  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  ($189,751  at  March  31,  2005)  is  adjusted  to  recognize the Company's
proportionate  share  of  EPT's  income  (loss)  each  period.


                                      F-11
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

Unaudited financial information of EPT as of March 31, 2005, and for the periods
ended March 31, 2005 and 2004 are as follows:

<TABLE>
<CAPTION>
                                            March 31,
                                               2005
                                            ----------
<S>                                         <C>
               Assets:
        Current assets                      $  294,702
        Equipment                              230,901
                                            ----------

       Total assets                         $  525,603
                                            ==========

     Liabilities and members' equity:
        Current liabilities                 $  287,907
        Members' equity                        237,696
                                            ----------

     Total liabilities and members' equity  $  525,603
                                            ==========
</TABLE>
<TABLE>
<CAPTION>
                         Nine Months Ended    Nine Months Ended    Three Months Ended   Three Months Ended
                           March 31, 2005       March 31, 2004        March 31, 2005       March 31, 2004
                        -------------------  -------------------  -------------------  -------------------
<S>                     <C>                  <C>                  <C>                  <C>
     Revenues           $          316,575   $           34,885   $          171,716   $           34,885
     Expenses                 (    344,951)        (    246,556)            (147,112)  $         (246,556)
                        -------------------  -------------------  -------------------  -------------------
     Net income (loss)  $     (     28,376)  $     (    211,671)  $           24,604   $         (211,671)
                        ===================  ===================  ===================  ===================
</TABLE>

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).  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  was  to  invest  $50,000  cash, of which
$25,800  was  received  as  of  March  31, 2005.  The terms of the joint venture
provide  for  the  Company to share in 50% of joint venture net profits, if any.
The  Company  has a 49% voting interest in the joint venture.  Through March 31,
2005,  the  Company  has accounted for its investment in Scimaxx Solutions as an
equity  method  investment.


                                      F-12
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

Unaudited  financial  information of Scimaxx Solutions as of March 31, 2005, and
for the periods ended March 31, 2005 and 2004, is as follows:

<TABLE>
<CAPTION>
<S>                                          <C>
     Assets:
        Current assets                       $       76
        Equipment                                70,455
                                             -----------

       Total assets                          $   70,531
                                             ===========

    Liabilities and members' deficit:
        Current liabilities                  $   73,295
        Members' deficit                      (   2,764)
                                             -----------

     Total liabilities and members' deficit  $   70,531
                                             ===========
</TABLE>
<TABLE>
<CAPTION>
                                     September 15, 2003
                Nine Months Ended          through         Three Months Ended    Three Months Ended
                  March 31, 2005        March 31, 2004        March 31, 2005       March 31, 2004
               -------------------  --------------------  --------------------  --------------------
<S>            <C>                  <C>                   <C>                   <C>

     Revenues  $            5,773   $             7,579   $                 -   $             7,579
     Expenses            ( 80,781)             ( 62,477)             ( 27,461)             ( 42,644)
               -------------------  --------------------  --------------------  --------------------

     Net loss  $         ( 75,008)  $          ( 54,898)  $          ( 27,461)  $          ( 35,065)
               ===================  ====================  ====================  ====================
</TABLE>

In  conjunction  with  the  Company's  quarterly assessment of its investment in
affiliates,  the Company made the decision to impair the value of its investment
in  the  Scimaxx  Solutions  to  $0.  In  performing  the assessment, management
considered the operational history and status of the joint venture combined with
cash  flow  projections  and  other  operating  information. As a result of this
decision,  the  Company  recorded  an  impairment charge of $63,544 in the three
months ended March 31, 2005, which is included in equity losses of affiliates.

5.   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% note payable 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, 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.  In January 2004, the
Company  paid  the  $135,000,  plus  accrued  interest  of  $2,493.


                                      F-13
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

Other:

In  February  2004,  the  Company  converted  vendor payables of $92,100 into an
unsecured,  non-interest  bearing  note  payable  due in March 2005. This vendor
along  with one other vendor, agreed to forgive $52,500 of the liabilities owed,
and as a result, the Company recognized a gain on the extinguishment in 2004.

6.   SHAREHOLDERS' EQUITY:

COMMON STOCK:

Current Year Transactions:

During the nine months ended March 31, 2005, the Company issued 1,200,000 shares
of  common  stock  upon  the  exercise  of  warrants.  The Company received cash
proceeds  of  $112,801  (net  of  $7,200  of  offering  costs).

Prior  Year  Transactions:

During  the  nine months ended March 31, 2004, the Company sold 20,000,000 units
at  a  price  of $0.10 per unit to a limited number of accredited investors in a
private placement transaction exempt from registration under Section 4(2) of the
Securities  Act  of  1933,  as amended, and Regulation D promulgated thereunder.
The  Company  received  an aggregate amount of $2,000,000 cash from the offering
(net  of  $272,000  of offering costs).  Each unit consisted 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 ("$0.10 warrants"), and (iii) a warrant
to  purchase  two  shares  of the Company's common stock at an exercise price of
$0.25 per share (the "$0.25 warrants").  All warrants have an expiration date of
January  20,  2009,  unless  exercised  earlier.  As  a  result of the sale, the
Company  issued 20,000,000 shares of its common stock, 20,000,000 $0.10 warrants
and  40,000,000  $0.25  warrants.  In  November  2004,  the  Company  re-issued
39,500,000  of  the  warrants  with a reduced exercise price of $0.15 per share.
All  other  terms  of  the  reissued  warrants  remain  unchanged.

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.

During the nine months ended March 31, 2004, warrants to purchase 403,333 shares
of  the  Company's  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  at  an  exercise  price ranging from $0.30 to $2.81 per share
expired.


                                      F-14
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

7.   COMMITMENTS AND CONTINGENCIES

LITIGATION:

Depository  Trust  Suit:

In  May  2004,  the Company filed suit against the Depository Trust and Clearing
Corporation  ("DTCC"),  the  Depository  Trust Company ("DTC"), and the National
Securities  Clearing  Corporation ("NSCC") 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  complaint alleges, among other things, that the DTCC,
DTC  and NSCC acted in concert to operate the "Stock Borrow Program," originally
created  to address short term delivery failures by sellers of securities in the
stock  market.  According  to the complaint, the DTCC, NSCC and DTC conspired to
maintain  significant  open  fail deliver positions of millions of shares of the
Company's  common  stock  for extended periods of time by using the Stock Borrow
Program  to  cover  these open and unsettled positions.  The Company was seeking
damages  in  the amount of $25,000,000 and treble damages.  Responsive pleadings
have  been  filed  by  the  defendants.  On  April 27, 2005, the court granted a
motion  to  dismiss  the  lawsuit.

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.  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 this litigation, Harvest
Court, LLC filed counterclaims against the Company, Mr. Metzinger, Ms. Kampmann,
Dr.  Neuhaus,  Dr.  Shaw  and  a  number  of  unrelated  third  parties.  The
counterclaims  allege  violations  of  federal  securities  laws and other laws.
Harvest Court, LLC is seeking various forms of relief including compensatory and
punitive  damages.  Responsive  pleadings  have been filed and the litigation is
currently  in  the  discovery  stage.

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  4,500,225  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.


                                      F-15
<PAGE>
                 NANOPIERCE TECHNOLOGIES, INC. AND SUBSIDIARIES
            Notes to the Condensed Consolidated Financial Statements
                    Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

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.

8.   FOREIGN AND DOMESTIC OPERATIONS:

The  Company's  revenues from continuing operations during the nine-month period
ended  March  31, 2004 were generated solely in Germany.  There were no revenues
from continuing operations during nine-month period ended March 31, 2005.  There
was  no  significant  amount  of transfers between geographic areas.  Long-lived
assets  at  March  31,  2005  with  a net carrying value of $17,658 were located
solely  in  the  United  States.


                                      F-16
<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 registered public accounting firm's report on the Company's
financial  statements  as  of  June  30,  2004, 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.
NCT  is  presented  as  discontinued  operations  in  the accompanying condensed
consolidated  financial  statements. The insolvency filing was made for purposes
of  complying  with  specific  German  legal  requirements.  In  June  2004, NCT
completed  a  plan  of  self-liquidation, and the German court legally dissolved
NCT.  As  a  result,  NCT  had  no income during the three and nine months ended
March  31,  2005  compared  to losses of $2,916 and income of $13,261 during the
three  and  nine  months  ended  March  31,  2004,  respectively.

     The  Company  had  no  revenues  from continuing operations during the nine
months  ended March 31, 2005 compared to $28,449 for the nine months ended March
31,  2004  (no  revenues  for  the  three  months ended March 31, 2005 and 2004,
respectively).  The  $28,449  in revenues during the nine months ended March 31,
2004 was generated from the sale of inlay components to customers by EPT.

     The  Company  recognized $10,538 of other income, of which $10,508 resulted
from  a  payment  of  a license fee during the nine months ended March 31, 2005.
The  Company  recognized $11,907 in interest income during the nine months ended
March  31,  2005 compared to $11,387 during the nine months ended March 31, 2004
($5,720  and  $3,188  for  the  three  months  ended  March  31,  2005 and 2004,
respectively).

     Total  operating expenses from continuing operations during the nine months
ended  March  31,  2005 were $604,296 compared to $1,053,863 for the nine months
ended March 31, 2004 ($213,036 and $295,212 for the three months ended March 31,
2005  and 2004, respectively).  The decrease of $449,567, during the nine months
ended  March  31,  2005,  is primarily attributable to a decrease in general and
administrative  expenses,  as  described  below.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                              Nine Months Ended
                                  March 31,
                            ---------------------
Operating Expenses            2005        2004      Decrease
--------------------------  ---------  ----------  ----------
<S>                         <C>        <C>         <C>

General and administrative  $ 604,296  $  998,416  $(394,120)
Research and development    $       0  $   46,863  $( 46,863)
Sales and marketing         $       0  $   37,033  $( 37,033)
</TABLE>

     The  decrease  of  $394,120  in  general  and  administrative  expenses  is
primarily  attributable  to  a  $137,891 decrease in consulting fees, a $117,926
decrease  in  amortization  expense  and a $47,528 decrease in legal fees.  Such
decreases  include  the  decrease in research and development expenses and sales
and  marketing  expenses which were a result of the Company's abandonment of its
PI  technology  in  the  fourth  quarter  ended  June  30,  2004.

     In conjunction with the Company's quarterly assessment of its investment in
affiliates,  the Company made the decision to impair the value of its investment
in  Scimaxx Solutions to $0. In performing the assessment, management considered
the  operational history and status of the joint venture combined with cash flow
projections  and  other  operating information. As a result of the decision, the
Company recorded an impairment charge of $63,544 in the three months ended March
31, 2005.

     During  the  nine months ended March 31, 2005, the Company recognized a net
loss  of  $696,066  compared  to a net loss of $1,048,786 during the nine months
ended March 31, 2004 ($272,204 and $291,888 for the three months ended March 31,
2005  and 2004, respectively).  The decrease of $352,720, during the nine months
ended  March  31, 2005, is primarily attributable to the decrease of $394,120 in
operating  expenses,  as explained above, combined with a decrease of $28,449 in
revenues.

LIQUIDITY  AND  FINANCIAL  CONDITION

     During  the  nine months ended March 31, 2005, the Company used $453,194 in
operating  activities from continuing operations. Net cash provided by financing
activities  from  continuing  operations  was $51,401; $61,400 was used to pay a
note payable, $112,801 was received from the exercise of warrants. Net cash used
in  investing  activities  from continuing operations was $574,000; $349,000 was
issued  in  the  form  of  notes  receivable  and  $225,000 was advanced to Xact
Resources International, as explained below. The Company had $42,615 of cash and
cash  equivalents  at March 31, 2005, which is being used to support operations.
During  the  nine  months  ended  March  31,  2004, the Company used $928,607 in
operating  activities  from  continuing  operations  and  $179,904  was  used in
investing  activities  from  continuing operations. During the nine months ended
March 31, 2004, the Company was provided $1,818,000 by financing activities from
continuing operations.


                                        2
<PAGE>
     As  of  March  31,  2005,  if all existing outstanding warrants issued in a
January  2004  private placement were exercised, the Company will be required to
issue  an  additional  60,150,000  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.

     As  of  March  31,  2005,  if  the  warrants  issued  to  investors  in the
private  placement  described  above  are  all  exercised,  the  Company  would
receive  approximately  an  additional $7,755,000.  However, no assurance can be
given  that  any  of  these  warrants  will  be  exercised.  If the warrants are
exercised,  the  Company  has  decided  that  it  may  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, its ownership interest in ExypnoTech and any other licensing agreements
or  joint  venture  agreements  that  the  Company  may  enter  in  the  future.

     As  a  result  of  the  Company's  lack of revenues and liquidity and going
concern  issues, the Company has revised its business plan to focus on licensing
its  technology  to,  or  entering  into  joint ventures with companies that may
utilize  the  technology  rather  than the development by the Company of its own
products utilizing its technology.

     The  Company expects to continue to pursue the development and marketing of
its  technology through the joint venture arrangement with Scimaxx Solutions and
its  ownership  interest  in  EPT  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.

     On October 1, 2004, the Company signed a Letter Agreement (the "Agreement")
with  Xact Resources International, Inc. ("Xact Resources"). The Agreement is to
provide  for  the  development  of  a joint venture between the Company and Xact
Resources. The purpose of the joint venture would be to produce, market and sell
YBG-2000,  a  biotech yeast beta glucan product which has been developed by Xact
Resources.  YBG-2000  is  a  natural  beta  glucan immune system feed supplement
refined  from  bakers  yeast.  It  is  used  to  replace  antibiotic fast growth
additives  which  are  currently  used  by producers of feeds for the livestock,
poultry and shrimp industries.

     Pursuant  to  the Agreement, the Company advanced $75,000 to Xact Resources
on  October  1,  2004  as  temporary financing.  In return, the Company has been
provided the exclusive right for a 30-day period to raise $1,500,000 in order to
purchase  a  50%  ownership interest in the joint venture.  On November 3, 2004,
Xact Resources agreed to extend the 30-day period for an additional 60 days.  In
return for the extension, the Company agreed to advance an additional $75,000 to
Xact  Resources.  In January 2005, the Company advanced an additional $75,000 to
Xact  Resources  in  return for an extension to March 1, 2005.  In May 2005, the
letter  agreement  was  again  extended  to  June  30,  2005,  in  return for an
additional  advance  of  $30,000.  The  $255,000  is  to  be applied against the
purchase  of  the  50% ownership or is to be refunded to the Company, should the
Company  not  be  able  to  raise  the  funds.


                                        3
<PAGE>
     In  November  2004, the Company loaned $314,000 to Arizcan Properties, Ltd.
("Arizcan").  In  exchange  for  the loan, the Company received an unsecured, 7%
promissory  note,  originally due on December 31, 2004. The Company has extended
the  due  date  to  July  31, 2005. The sole director of Arizcan is related to a
board  member  and  officer  of  Intercell.  The  purpose  of  this  loan was to
facilitate Arizcan's purchase of an option from certain of the Company's warrant
holders, to initiate the exercise of certain existing warrants to purchase up to
15,700,000  shares  of  the  Company's common stock. The warrants were initially
issued as part of the January 2004 equity placement.

     On December 14, 2004, the Company loaned $35,000 to Intercell International
Corporation  in  return  for  an unsecured, 7% promissory note, due December 14,
2005.  On  March  16,  2005,  Intercell International filed for protection under
Chapter  11  of the U.S. Bankruptcy Code. The Company does not expect to receive
payment  on  the  note  receivable  and accordingly has recorded an allowance of
$35,000 in connection with the note receivable.

     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 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

     In  May  2004,  the  Company  filed  suit  against the Depository Trust and
Clearing  Corporation  ("DTCC"),  the  Depository Trust Company ("DTC"), and the
National  Securities  Clearing  Corporation  ("NSCC")  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 complaint alleges, among other things,
that  the  DTCC,  DTC  and  NSCC  acted  in concert to operate the "Stock Borrow
Program,"  originally created to address short term delivery failures by sellers
of  securities  in the stock market.  According to the complaint, the DTCC, NSCC
and  DTC  conspired  to  maintain  significant  open  fail  deliver positions of
millions of shares of the Company's common stock for extended periods of time by
using the Stock Borrow Program to cover these open and unsettled positions.  The
Company  was  seeking  damages  in the amount of $25,000,000 and treble damages.
Responsive  pleadings have been filed by the defendants.  On April 27, 2005, the
court  granted  a  motion  to  dismiss  the  lawsuit.


                                        4
<PAGE>
ITEM 6.   EXHIBITS

     (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 31.1  Certification  of  Chief  Executive  Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act

          Exhibit 31.2  Certification  of  Chief  Financial  Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act

          Exhibit 32.1  Certification of Principal Executive Officer pursuant to
          Section 906 of the Sarbanes-Oxley Act

          Exhibit 32.2  Certification of Principal Financial Officer pursuant to
          Section 906 of the Sarbanes-Oxley Act

     (b)  CURRENT  REPORTS ON FORM 8-K.  The registrant did not file any current
          reports  on  Form  8-K  during  the  quarter  ended  March  31,  2005.


                                        5
<PAGE>
                                   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 16, 2005                      /s/Paul  H.  Metzinger
                                         ---------------------------------------
                                         Paul  H.  Metzinger,
                                         President  &  CEO


Date:  May 6, 2005                       /s/Kristi J. Kampmann
                                         ---------------------------------------
                                         Kristi  J.  Kampmann,
                                         Chief  Financial  Officer


                                        6