SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 1, 2004
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Date of Report (Date of earliest event reported)
NANOPIERCE TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 33-19598-D 84-0992908
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
370 17th Street, Suite 3640
Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
(303) 592-1010
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre- commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
SECTION 8 - OTHER ITEMS
ITEM 8.01 OTHER EVENTS
Letter Agreement
On October 1, 2004, NanoPierce Technologies, Inc. (the "Registrant") 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 Registrant 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.
As part of the Agreement, the Registrant has agreed to provide temporary
financing of seventy-five thousand dollars ($75,000.00). The Registrant in
return has been provided an exclusive right for a thirty (30) day period to
raise a total of one million, five hundred thousands dollars ($1,500,000.00) in
order to purchase a fifty percent (50%) ownership in the joint venture. If the
Registrant is unable to raise such funds and/or is unable to provide reasonable
proof of such financing at the end of the thirty (30) day period, upon written
demand by the Registrant, Xact Resources shall have ninety (90) days to return
the seventy-five thousand dollars ($75,000.00).
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits: The following exhibits are hereby filed as part of this report on Form 8-
K. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of
Regulation S-B.
EXHIBIT NO. DESCRIPTION
10.01* Form of the Letter Agreement between the Registrant and Xact Resources
International, Inc.
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*Filed herewith.
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 hereunto duly authorized.
Date: October 5, 2004 NANOPIERCE TECHNOLOGIES, INC.
/s/ Paul H. Metzinger
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Paul H. Metzinger, President &
Chief Executive Officer