SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                   FORM 10-QSB

                   Quarterly Report under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                           --------------------------

For the Quarter Ended:                             Commission File Number
  September 30, 2001                                     0 - 9574

                           --------------------------


                         UNITED SYSTEMS TECHNOLOGY, INC.

        Iowa                                            42-1102759
(State of Incorporation)                             (I.R.S. Employer
                                                  Identification Number)

                           1850 Crown Road, Suite 1109
                               Dallas, Texas 75234
                                 (972) 402-8600

          (Address of principal executive offices and telephone number)

                           --------------------------

     Indicate  by check mark  whether the  registrant  (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 Septermber 30, 2001 there were 56,178,663  shares of the registrant's
Common Stock, par value $0.10 per share, outstanding.


<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES

                              INDEX TO FORM 10-QSB

PART I - FINANCIAL INFORMATION (UNAUDITED)                          PAGE
------------------------------------------

Item 1.    Consolidated Financial Statements

             Balance Sheets                                           3

             Statements of Income                                     4

             Statements of Cash Flows                                 5

             Notes to Consolidated Financial Statements               6

Item 2.    Management's Discussion and Analysis or
           Plan of Operation                                          9


PART II - OTHER INFORMATION                                          12
---------------------------


            ---------------------------------------------------------



     The consolidated financial information reflects all adjustments, which are,
in the opinion of  management,  necessary  to a fair  presentation  of financial
position  and of the  statements  of  operations  and cash flows for the periods
presented.

     These consolidated  financial statements should be read in conjunction with
the notes to the  consolidated  financial  statements  which are included in the
annual report on Form 10-KSB for the fiscal year ended December 31, 2000.


                                        2

<PAGE>

                 United Systems Technology, Inc. and Subsidiary
                          Consolidated Balance Sheets

<TABLE>
<S>                                                <C>               <C>
                                                September 30,
                                                    2001         December 31,
                                                (Unaudited)         2000
                                                ===========      ===========
Current Assets
Cash and cash equivalents                      $  925,136        $  814,240
Trade accounts receivable, less allowance for
 doubtful accounts of $34,500 at September 30,
 2001 and $32,000 at December 31, 2000            425,180           574,073
                                                ---------         ---------
 Total Current Assets                           1,350,316         1,388,313
                                                ---------         ---------

Property and equipment, net                       114,772           119,295
Goodwill, net                                     443,382           457,731
Purchased software, net                           710,412           453,967
Deposits and other                                 92,288            45,702
                                                ---------         ---------
                                                1,360,854         1,076,695
                                                ---------         ---------
    Total Assets                               $2,711,170        $2,465,008
                                                =========         =========


Liabilites and Stockholders' Equity

Current Liabilities
 Notes payable - related party                 $   10,416        $   12,499
 Trade accounts payable                            38,586            47,597
 Accrued payroll                                  158,217            92,381
 Accrued interest - related party                  19,142            22,127
 Other accrued expenses                           114,549           100,018
 Deferred revenue                                 813,255         1,038,908
                                                ---------         ---------
 Total Current Liabilities                      1,154,165         1,313,530

 Total Current Liabilities                      1,154,165         1,313,530
                                                ---------         ---------

Commitments and contingencies                        -                 -


Stockholders' Equity
 Preferred stock, convertible, voting,
  cumulative, par value $.10 per share;
  authorized 5,000,000 shares; issued and
  outstanding,500,000 shares of Series B
  and 300,000 shares of Series E,aggregate
  liquidating preference of $1,300,000
  ($1.00 per share)                                80,000            80,000
 Common stock, par value $.10 per share;
  authorized 100,000,000 shares; issued
  and outstanding 56,178,663 at September
  30, 2001 and December 31, 2000                5,617,866         5,617,866
 Additional paid-in capital                     2,816,554         2,816,554
 Accumulated deficit                           (6,901,662)       (7,318,462)
 Currency translation adjustments                 (15,753)           (4,480)
                                                ---------         ---------
                                                1,597,005         1,191,478
 Less stock purchase note receivable               40,000            40,000
                                                ---------         ---------
 Total Stockholders' Equity                     1,557,005         1,151,478
                                                ---------         ---------
 Total Liabilities and Stockholders' Equity    $2,711,170        $2,465,008
                                                =========         =========
</TABLE>

 The accompanying notes are an integral part of the financail statements.


                                       3

<PAGE>

                 United Systems Technology, Inc. and Subsidiary
                        Consolidated Statements of Income
                                  (Unaudited)
<TABLE>
<S>                                      <C>      <C>         <C>        <C>

                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                        2001      2000       2001       2000
                                        ====      ====       ====       ====
Revenue
 Software packages                  $ 131,467  $  26,849  $  283,59  $ 134,593
 Installation, training and
  customer support                    117,418     55,880     389,835    96,958
 Maintenance                          481,146    441,295   1,403,250   921,662
 Equipment and supplies sales          66,949     56,570     164,104   174,775
 Other                                    175      3,888       9,040     7,950
                                    ---------  ---------   --------- ---------
                                      797,155    584,482   2,249,822 1,335,938
                                    ---------  ---------   --------- ---------
Costs and expenses
 Salaries                             374,340    298,710   1,056,241   712,112
 Other general, administrative and
  selling expense                     174,077    114,626     509,880   326,383
 Depreciation and amortization         72,052     55,579     201,866   119,510
 Commissions                            8,286      2,027      11,090     7,277
 Cost of equipment and supplies sold   36,395     29,100      85,193    90,419
                                    ---------  ---------   --------- ---------
                                      665,150    500,042   1,864,270 1,255,701
                                    ---------  ---------   --------- ---------
 Income from operations               132,005     84,440     385,552    80,237
                                    ---------  ---------   --------- ---------

Nonoperating income (expense)
 Interest expense                        (217)      (477)       (730)   (1,419)
 Interest income                        8,020      5,269      26,877    24,396
                                    ---------  ---------   --------- ---------
                                        7,803      4,792      26,147    22,977
                                    ---------  ---------   --------- ---------

Income before extraordinary item      139,808     89,232     411,699   103,214
                                    ---------  ---------   --------- ---------

Extraordinary gain on settlement
 of debt                                3,716     88,211       3,716    88,211
                                    ---------  ---------   --------- ---------

Net income                            143,524    177,443     415,415   191,425

Preferred stock dividend
 requirements                         (14,078)   (14,118)    (41,771)  (42,040)
                                    ---------  ---------   --------- ---------
Income available for common
 stockholders                       $ 129,446  $ 163,325  $  373,644 $ 149,385
                                    =========  =========   ========= =========

Basic and diluted earnings
 per share
Net income per common share before
 extraordinary item                 $    NIL   $    NIL   $     0.01 $   NIL
Extraordinary gain on settlement
 of debt                                 NIL        NIL          NIL     NIL
                                    ---------  ---------   --------- ---------
Net income per common share after
 extraordinary item                 $    NIL   $    NIL   $     0.01 $   NIL
                                   =========  =========    =========  ========

Weighted average number of common
 shares outstanding
   Basic                          56,178,663  55,762,335  56,178,663 53,980,682
                                  ==========  ==========  ========== ==========
   Diluted                        57,878,663  59,508,335  58,162,517 57,726,682
                                  ==========  ==========  ========== ==========
</TABLE>

    The accompanying notes are an integral part of the financail statements.

                                       4

<PAGE>

                 United Systems Technology, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
           For the Nine Month Period Ended September 30, 2001 and 2000
                                   (Unaudited)
<TABLE>
<S>                                                <C>              <C>

                                                  2001             2000
                                                ==========       ==========
Cash flows in operating activities:
 Net income                                    $  415,415        $  191,425

 Adjustments to reconcile net income to
  net cash provided by (used in)
  operating activities:
   Depreciation and amortization                  201,866           119,510
   Recognition of deferred compensation
    costs on employee stock purchase                9,000            13,500
   Extraordinary gain on settlement of debt        (3,716)          (88,211)

  Change in operating assets and liabilities:
   Accounts receivable                            227,027           111,117
   Deposits and other                             (62,969)          (38,380)
   Accounts payable                                 8,273           (21,505)
   Accrued expenses                                14,003          (131,869)
   Deferred revenue                              (545,871)         (230,021)
                                                ---------         ---------
                                                 (152,387)         (265,859)
                                                ---------         ---------
Net cash provided by (used in) operating
 activities                                    $  263,028        $  (74,434)
                                                ---------         ---------

Cash flows from investing activities:
 Property and equipment additions                 (26,173)          (24,107)
 Acquisition of businesses                       (132,065)         (425,200)
                                                ---------         ---------
Net cash used in investing activities            (158,238)         (449,307)
                                                ---------         ---------

Cash flows from financing activities:
 Exercise of common stock options                    -              162,055
 Payments of notes payable                         (2,083)             -
                                                ---------         ---------
Net cash provided by (used in)
 financing activities                              (2,083)          162,055
                                                ---------         ---------

Effect of exchange rate changes on cash             8,189              -
                                                ---------         ---------


Increase (decrease) in cash and cash
 equivalents                                      110,896          (361,686)
Cash and cash equivalents, beginning of period    814,240           922,838
                                                ---------         ---------
Cash and cash equivalents, end of period       $  925,136        $  561,152
                                                =========         =========
</TABLE>

    The accompanying notes are an integral part of the financail statements.

                                       5

<PAGE>
                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   Notes To Consolidated Financial Statements
                                   (Unaudited)

Note 1.  Basis of Presentation:

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present fairly the  consolidated  financial  position of
United Systems  Technology,  Inc. ("USTI") as of September 30, 2001 and December
31,  2000 and the  results  of  operations  and cash  flows of USTI for the nine
months ended September 30, 2001 and 2000. The consolidated results of operations
for the nine months ended September 30, 2001 are not  necessarily  indicative of
the results to be expected for the full year.


Note 2.  Property and Equipment:

     Property  and  equipment  at  September  30,  2001 and  December  31,  2000
consisted of the following:
<TABLE>
<S>                                                 <C>              <C>

                                                September 30,     December 31,
                                                    2001             2000
                                                  ========         ========
Leasehold improvements                          $   74,865       $   75,431
Furniture and fixtures                              58,817           54,080
Equipment                                        1,045,542        1,024,107
                                                 ---------        ---------
                                                 1,179,224        1,153,618
Less Accumulated depreciation
  and amortization                              (1,064,452)      (1,034,323)
                                                 ---------        ---------
                                                $  114,772       $  119,295
                                                 ---------        ---------
</TABLE>

Note 3.  Other Assets:

     Other assets at September  30, 2001 and December 31, 2000  consisted of the
following:
<TABLE>
<S>                                 <C>              <C>             <C>

                                                 Accumulated
September 30, 2001                Cost           Amortization        Net
==================               ========        ============      ========

Goodwill                      $ 1,937,643        $(1,494,261)    $  443,382
Purchased Software              1,439,278           (728,866)       710,412

December 31, 2000
=================
Goodwill                      $ 1,881,396         (1,423,665)    $  457,731
Purchased Software              1,086,977           (633,010)       453,967

</TABLE>

                                       6
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   Notes To Consolidated Financial Statements
                                   (Unaudited)

Note 4.  Preferred Stock:

     The  Company is in arrears in the  payment of  dividends  to holders of its
Series B and E Preferred Stock. Holders of Series B Preferred Stock are entitled
to annual  dividends of $.07 per share,  payable  quarterly and, as of September
30, 2001,  are entitled to the payment of  approximately  $454,905 in dividends,
which are currently in arrears. Holders of Series E Preferred Stock are entitled
to annual  dividends of $.07 per share,  payable  quarterly and, as of September
30, 2001,  are entitled to the payment of  approximately  $216,400 in dividends,
which are currently in arrears.

Note 5.  Acquisition of Assets:

     On March 2, 2001,  USTI  Canada,  Inc,  a wholly  owned  subsidiary  of the
Company,  acquired the  Municipal  Application  Suite (MAS)  software  from Ever
America   Corporation,   doing  business  as  JPH  International   (JPHI).  This
transaction includes all rights to the MAS software owned by JPHI, contracts for
Software Support,  and all accounts receivable related to the MAS business unit.
The purchase price was $132,065 plus the assumption of certain  Customer Support
obligations for the remainder of 2001.

Note 6.  Comprehensive Income:

        Comprehensive income is as follows:
<TABLE>
<S>                                    <C>       <C>        <C>       <C>

                                     Three Months Ended    Nine Months Ended
                                         September 30,       September 30,
                                      2001       2000      2001      2000
                                      ----       ----      ----      ----
     Net income                     $143,524  $177,443   $415,415  $191,425
     Currency translation
      adjustments                     (3,763)     -       (8,189)      -
                                     -------   -------    -------   -------
     Comprehensive income           $139,761  $177,443   $407,226  $191,425

</TABLE>


Note 7.  Recent Accounting Pronouncements:

     In June  2001,  the  Financial  Accounting  Standards  Board  approved  for
issuance  Statement  of  Financial  Accounting  Standards  No.  141 (SFAS  141),
Business Combinations. This standard eliminates the pooling method of accounting
for business combinations  initiated after June 30, 2001. In addition,  SFAS 141
addresses  the  accounting  for  intangible  assets and  goodwill  acquired in a
business  combination.  This  portion  of SFAS  141 is  effective  for  business
combinations completed after June 30, 2001. The Company does not expect SFAS 141
to have a material  effect on the  Companys  financial  position  or results of
operations.
                                       7
<PAGE>

     In June  2001,  the  Financial  Accounting  Standards  Board  approved  for
issuance  Statement  of  Financial  Accounting  Standards  No.  142 (SFAS  142),
Goodwill and  Intangible  Assets,  which  revises the  accounting  for purchased
goodwill and intangible  assets.  Under SFAS 142, goodwill and intangible assets
with  indefinite  lives  will no longer  be  amortized,  but will be tested  for
impairment annually, and also in the event of an impairment indicator.  SFAS 142
is effective for fiscal years  beginning  after  December 15, 2001.  The Company
will adopt SFAS 142  effective  January 1, 2002 and expects that the adoption of
SFAS 142 will increase annual operating income by approximately $100,000.

     In August  2001 the  Financial  Accounting  Standards  Board  approved  for
issuance  Statement  of  Financial  Accounting  Standards  No  144  (SFAS  144),
Accounting  for the Impairment or Disposal of Long-Lived  Assets.  This standard
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived  assets.  This  standard  establishes  a single  framework,  based on
Statement of Financial Accounting  Standards No. 121 (SFAS 121),  Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
for  long-lived   assets  to  be  disposed  of  by  sale  and  resolves  certain
implementation  issues  related to SFAS 121.  SFAS 144 is  effective  for fiscal
years beginning after December 15, 2001. The Company does not expect SFAS 144 to
have  a  material  effect  on  the  Companys  financial  position,  results  of
operations or cash flows.


Note 8.  Earnings per Share:

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:
<TABLE>
<S>                                  <C>        <C>        <C>          <C>

                                    Three Months Ended    Nine Months Ended
                                        September 30,       September 30,
                                    2001       2000       2001         2000

Income allocable to common
 shareholders                     $129,446   $163,325    $373,644     $149,385
                                   -------    -------     -------      -------
Weighted average shares
  outstanding, basic           56,178,663 55,762,335  56,178,663   53,980,692
Effect of dilutive stock options
 and warrants                    1,700,000  3,746,003   1,983,854    3,746,000
                                ---------- ----------  ----------   ----------
Weighted average shares
  outstanding, diluted         57,878,663 59,508,338  58,162,517   57,726,692
                                ---------- ----------  ----------   ----------

Earnings per common share
 basic                         $      -    $     -     $     0.01   $     -
                                ---------- ----------  ----------   ----------
Earnings per common share
 diluted                       $      -    $     -     $     0.01   $     -
                                ---------- ----------  ----------   ----------
</TABLE>

                                       8
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES


Item 2.  Management's Discussion and Analysis of Financial Condition
         or Plan of Operation

Results of Operations
---------------------
     The  Company  derives  its  revenue  from  the  licensing  of its  software
packages,   installation,   training  and  custom   modifications,   maintenance
agreements and equipment  sales and  commissions.  Results of operations for the
three month period ended September 30, 2001 include revenues of $797,155 and net
income of  $143,524  as  compared  to  revenues  of  $584,482  and net income of
$177,443 for the same period in 2000.  Results of operations  for the nine month
period ended September 30, 2001 include revenues of $2,249,822 and net income of
$415,415 as compared to revenues of  $1,335,938  and net income of $191,425  for
the same  period in 2000.  The  results  of 2000  include a gain  related to the
forgiveness of debt in the amount of $88,200.

     The Company has completed the development of several new software products,
which significantly  enhance the  competitiveness of its comprehensive  software
offering.  These  products  are  marketed  under the asystTM  brand  name,  were
developed as Windows  applications to look and work like Microsoft Office and
include a Fund  Accounting  product  line,  a Utility  Billing  product  line, a
General  Government  product line and a Public  Safety  product  line.  The Fund
Accounting product line includes General Ledger,  Budget XLence,  Report XLence,
Accounts  Payable,  Accounts  Receivable,  Purchase  Orders,  Cash  Receipts and
Payroll  modules.  The Utility  Billing product line includes  Utility  Billing,
Service Orders, Meter Reader Interface,  Bank Drafts and Budget Billing modules.
The  General  Government  product  line  includes  Master and Land  Directories,
Business and Animal Licenses, Code Enforcement and Building Permits modules. The
Public  Safety  product  line  includes  Master Name Index,  Calls for  Service,
Offense  Reports,  Citations,  State  Interface,  Computer Aided Dispatch,  Jail
Management,  Alarm  Billing and UCR Reports  modules.  The Company is  currently
developing  additional  modules  for its asystTM  product  line,  including  Tax
Billing  and  Collection,  Fixed  Assets  and  Inventory  Control  to add to its
existing asystTM  offerings and anticipates that these packages will be released
during the second half of 2001.

Three Month Period Ended September 30, 2001 and 2000
----------------------------------------------------

     The Companys  total revenue  increased 36% from $584,482  during the third
quarter in 2000 to  $797,155  in 2001.  Software  license  fees  increased  from
$26,849 in 2000 to $131,467 in 2001 due, in part, to an increase in sales of its
asystTM  products as well as other  products to  existing  customers  during the
quarter. Installation and training increased to $117,418 in 2001 from $55,880 in
2000 due, in part,  to services  provided to the Companys  existing  customers.
Maintenance revenue increased from $442,295 in 2000 to $481,146 during 2001, due
primarily  to an  increase  in revenue  from the MAS  customers  acquired by the
Company in 2001.  Equipment and supplies sales increased from $56,570 in 2000 to
$66,949 in 2001 as a result of increased sales of computer  equipment during the
period.

                                       9

<PAGE>


     Total costs and expenses increased 33% from $500,042 in 2000 to $665,150 in
2001. Salary expense increased from $298,710 in 2000 to $374,340 in 2001, due in
part,  from the  addition  of  employees  related  to  recent  acquisitions  and
increased  incentives  resulting  from  improved  results of  operations.  Other
general,  administrative and selling expenses increased from $114,626 in 2000 to
$174,077 in 2001 as a result of increased  costs related to acquisitions in 2001
including  software and  maintenance  costs for 3rd party  products  utilized at
these customer locations.  Depreciation and amortization  expense increased from
$55,579 in 2000 to $72,052 in 2001 due to the addition of assets  related to the
recent acquisitions.  Commission expense increased from $2,027 in 2000 to $8,286
in 2001 due to a higher  volume of sales in the period.  Cost of  equipment  and
supplies sold  increased  from $29,100 in 2000 to $36,395 in 2001 as a result of
increased sales of computer equipment during the year.

Nine Month Period Ended September 30, 2001 and 2000
---------------------------------------------------

     The Companys total revenue  increased 68% from $1,335,938 during the first
nine  months of 2000 to  $2,249,822  during  the same  period in 2001.  Software
license fees  increased  from $134,593 in 2000 to $283,593 in 2001 due, in part,
to an increase in sales of products to existing  customers  during the  quarter.
Installation  and  training  increased  to $389,835 in 2001 from $96,958 in 2000
due,  in a  significant  part,  to  services  provided  the  Companys  Canadian
customers related to regulatory changes that were implemented during the quarter
and an  increase  in  training  services  provided  to its  Canadian  customers.
Maintenance  revenue  increased from $921,662 in 2000 to $1,043,250 during 2001,
due  primarily  to an  increase  in  revenue  from the CPS,  Auto  Admin and MAS
customers  acquired  by the  Company.  Equipment  and  supplies  sales  remained
relatively constant from 2000 to 2001.

     Total  costs  and  expenses  increased  48%  from  $1,255,701  in  2000  to
$1,864,270 in 2001. Salary expense increased from $712,112 in 2000 to $1,056,241
in  2001,  due in  part,  from the  addition  of  employees  related  to  recent
acquisitions  and  increased  incentives  resulting  from  improved  results  of
operations.  Other general,  administrative  and selling expenses increased from
$326,383 in 2000 to $509,880 in 2001 as a result of increased  costs  related to
acquisitions  in 2001  including  software and  maintenance  costs for 3rd party
products  utilized at these customer  locations.  Depreciation  and amortization
expense  increased from $119,510 in 2000 to $201,866 in 2001 due to the addition
of assets related to the CPS, Auto Admin and MAS acquisitions. Cost of equipment
and supplies sold remained relatively constant from 2000 to 2001.

                                       10
<PAGE>

Liquidity and Capital Resources
-------------------------------

     The Company had net cash  provided  from  operating  activities of $263,028
during the nine months ended September 30, 2001, as compared to net cash used in
operations  of  $74,434  for the same  period  in 2000.  This  increase  in cash
provided  in 2001 was  due,  in  part,  to the  improvement  in the  results  of
operations  during  the first  nine  months of 2001.  Net cash of  $132,065  was
utilized  in 2001 for the  purchase  of the  Municipal  Application  Suite (MAS)
software  from Ever America  Corporation,  doing  business as JPH  International
(JPHI). This transaction  includes all rights to the MAS software owned by JPHI,
contracts for Software Support,  and all accounts  receivable related to the MAS
business unit. Net cash of $26,173 was utilized for the purchase of equipment.

     Management  believes that its ability to generate  positive cash flows from
operations,  in addition to its existing cash balances, will be adequate to meet
its working capital requirements in the near future.

     The Company is  currently in arrears in the payment of dividends to holders
of its preferred  stock. As of September 30, 2001,  dividends were in arrears on
the Series B preferred stock in the amount of $454,905 and on Series E preferred
stock in the amount of $216,400.

Forward-Looking Statements
--------------------------

     This report  contains  forward-looking  statements,  other than  historical
facts,  which  reflect the view of Companys  management  with respect to future
events.  Such  forward-looking  statements are based on assumptions  made by and
information currently available to the Companys management. Although management
believes that the expectations reflected in such forward-looking  statements are
reasonable,  it can give no assurance that such  expectations will prove to have
been  correct.  Important  factors  that could  cause  actual  results to differ
materially from such expectations  include,  without limitation,  the ability of
the Company i) to generate  levels of revenue and  adequate  cash flows from its
operations to support and maintain its current cost structure and ii) to develop
and deliver products that are  competitive,  accepted by its markets and are not
rendered  obsolete  by  changing  technology.   The  forward-looking  statements
contained  herein  reflect the current  views of the Companys  management  with
respect to future  events  and are  subject to these  factors  and other  risks,
uncertainties and assumptions relating to the operations,  results of operations
and  financial  position of the Company.  The Company  assumes no  obligation to
update the  forward-looking  statements or to update the reasons  actual results
could differ from those contemplated by such forward-looking statements.

                                       11
<PAGE>

Part II - Other Information

Item 1.  Legal Proceedings

     The Company is a defendant in various legal actions, which arose out of the
normal course of business.  In the opinion of management,  none of these actions
are expected to have a material effect on the consolidated results of operations
or financial position of the Company.

Item 2.  Change In Securities

          Not Applicable

Item 3.  Defaults Upon Senior Securities

     The  Company is in arrears in the  payment of  dividends  to holders of its
Series B and E Preferred Stock. Holders of Series B Preferred Stock are entitled
to annual  dividends of $.07 per share,  payable  quarterly and, as of September
30, 2001,  are entitled to the payment of  approximately  $454,905 in dividends,
which are currently in arrears. Holders of Series E Preferred Stock are entitled
to annual  dividends of $.07 per share,  payable  quarterly and, as of September
30, 2001,  are entitled to the payment of  approximately  $216,400 in dividends,
which are currently in arrears.

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

        (a)  Exhibits - No exhibits are required to be filed with this report.

        (b)  No reports on Form 8-K were filed during the quarter for which
             this report is filed.

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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.


                                    United Systems Technology, Inc.


Date:  November 14, 2001            By: /s/  Thomas E. Gibbs
                                        Thomas E. Gibbs, President
                                        and Chairman of the Board
                                       (Principal Executive Officer)


Date:  November 14, 2001            By: /s/  Randall L. McGee
                                        Randall L. McGee, Secretary
                                        and Treasurer
                                       (Principal Financial and
                                        Accounting Officer)






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