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
     June 30, 1997                                  0 - 9574

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


                         UNITED SYSTEMS TECHNOLOGY, INC.

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

                          3021 Gateway Drive, Suite 240
                               Irving, Texas 75603
                                 (972) 518-0728

          (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 June 30, 1997 there were  43,278,045  shares of the  registrant's
Common Stock, par value $0.10 per share, outstanding.





<PAGE>



                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY

                              INDEX TO FORM 10-QSB



PART I - FINANCIAL INFORMATION (UNAUDITED)                          PAGE
------------------------------------------   
Item 1.           Consolidated Financial Statements

                  Balance Sheets                                      3

                  Statements of Operations                            4

                  Statements of Cash Flows                            5

                  Notes to Consolidated Financial Statements          6


Item 2.           Management's Discussion and Analysis or
                  Plan of Operation                                   8




PART II - OTHER INFORMATION                                          10
---------------------------



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



         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, 1996.

                                        2



<PAGE>
                 United Systems Technology, Inc. and Subsidiary
                          Consolidated Balance Sheets
<TABLE>
 
<S>                                                 <C>              <C> 
                                                 June 30,
                                                  1997            December 31,
                                                (Unaudited)          1996
Current Assets
Cash and cash equivalents                       $  18,582          $  67,252
 Trade accounts receivable, less allowance
  for doubtful accounts of $40,000 at
  June 30, 1997 and December 31, 1996             210,986            253,692
  Prepaid expenses and other                        1,220                279
                                                ---------          ---------
Total current assets                              230,788            321,223
                                                ---------          ---------

Property and equipment, net                        94,344            115,738
Goodwill, net                                     707,774            741,744
Purchased software, net                            62,468             71,833
Deposits and other                                 28,417             27,942
                                                ---------          ---------
                                                  893,003            957,257
                                                ---------          ---------

 Total assets                                  $1,123,791         $1,278,480
                                                =========          =========

    Liabilities and Stockholders' Equity
Current Liabilities
 Current portion of capital lease obligations  $    7,601         $    8,271
 Trade accounts payable                           237,982            230,039
 Accrued payroll                                   15,729             20,432
 Accrued interest - related party                  74,031             72,020
 Other accrued expenses                            99,483            115,368
 Deferred revenue                                 611,978            664,797
                                                ---------          ---------
 Total current liabilities                      1,046,804          1,110,927 

Notes payable - related party                      50,000             50,000
Capital lease obligations,
 net of current portion                             2,867              6,730
                                                ---------          ---------
  Total liabilities                             1,099,671          1,167,657

Commitments and contingencies                        -                  -

     Stockholders' Equity
Preferred stock, convertible,  cumulative,
 par value $.10 per share; authorized
 5,000,000 shares;  issued and outstanding,
 500,000 shares of Series B, 750,000 shares
 of Series C, 500,000  shares of Series D
 and 300,000  shares of Series E (liquidating
 preference   of  $1.00,   $.20,   $1.00  and
 $1.00  per  share, respectively,) aggregating
 $1,300,000 at June 30, 1997 and $1,450,000
 at December 31, 1996                             130,000            205,000
 Common stock, par value $.10 per share;
 authorized 100,000,000 shares; issued and
 outstanding 43,278,045 at June 30, 1996
 and 38,643,163 December 31, 1996               4,327,857          3,796,975
 Additional paid-in capital                     3,758,508          4,214,390
 Accumulated deficit                           (8,192,245)        (8,105,542)
                                                ---------          ---------
Total stockholders' equity                         24,120            110,823
                                                ---------          --------- 
Total liabilities and stockholders' equity     $1,123,791         $1,278,480
                                                =========          =========
</TABLE>
    
    The accompanying notes are an integral part of the financial statements.



                                        3

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

                                  Three Months Ended      Six Months Ended
                                        June 30,               June 30,
                                   1997        1996       1997         1996
                                   ====        ====       ====         ==== 
Revenue
 Software packages              $ 44,551    $ 87,485    $123,054     $166,164
 Installation, training and
  customer support                19,446      62,190      54,477      135,640
 Maintenance                     257,948     310,091     537,467      636,928
 Equipment and supplies sales     39,506      95,128     103,628      142,320
 Other                             1,709       2,969       3,013        2,969
                                --------    --------    --------     --------
                                 363,160     557,863     821,639    1,084,021
 Costs and expenses
  Salaries                       242,082     298,454     495,262      608,912
  Other general, administrative
   and selling expense           136,845     153,494     265,699      302,071
  Depreciation and amortization   40,469      74,296      80,251      151,514
  Commissions                      5,618       8,948      14,727       12,212
  Cost of equipment and 
   supplies sold                  17,434      57,373      50,506       73,712
                                --------    --------    --------     --------
                                 442,448     592,565     906,445    1,148,421
                                --------    --------    --------     --------
 Loss from operations            (79,288)    (34,702)    (84,806)     (64,400)
                                --------    --------    --------     --------

Nonoperating income (expense)
 Interest expense                 (1,529)     (2,082)     (2,922)      (4,624)
 Interest income                     532       1,299       1,025        2,568
                                --------    --------    --------     --------
                                    (997)       (783)     (1,897)      (2,056)
                                --------    --------    --------     --------
Net loss                        $(80,285)   $(35,485)   $(86,703)    $(66,456)
                                ========    ========    ========     ========

Preferred stock dividend
 requirements                    (22,690)    (26,240)    (45,130)     (52,104)
                                --------    --------    --------     --------
Loss available for common
 stockholders                   $102,975)   $(61,725)   $131,833)   $(118,560)
                                ========    ========    ========     ========

Loss per common share           $    NIL    $    NIL    $    NIL    $     NIL
                                ========    ========    ========     ========
Weighted average number of 
 common shares outstanding    43,278,045  37,969,763  43,278,045   37,969,763
                              ==========  ==========  ==========   ==========
</TABLE>

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

                                        4

<PAGE>
                 United Systems Technology, Inc. and Subsidiary
                      Consolidated Statemsnts of Cash Flows
              For the Six Month Period Ended Jene 30, 1997 and 1996
                                   (Unaudited)
<TABLE>
<S>                                                    <C>           <C>    

                                                      1997           1996
                                                      ====           ====
Cash flows in operating activities:
  Net Loss                                          $(86,703)     $(66,456)

  Adjustments to reconcile net loss
   to net cash provided by (used in)
   operating activities:
    Depreciation and amortization                     80,251       151,514
    Change in operating assets and liabilities:
     Accounts receivable                              42,707        22,511
     Prepaid expenses                                   (942)      (17,364)
     Deposits and other                                 (475)        2,900
     Accounts payable                                  9,955        11,804
     Accrued expenses                                (20,587)       21,791
     Deferred revenue                                (52,819)     (116,278)
                                                    --------      --------
                                                    $ 58,090      $ 76,878
                                                    --------      --------

Net cash provided (used) in operating activities     (28,613)       10,422
                                                    --------      --------
Cash flows from investing activities:
  Property and equipment additions                  $(14,897)     $ (9,598)
  Additions to purchased software                     (1,086)       (1,195)
                                                    --------      --------
Net cash used in investing activities               $(15,983)     $(10,793)
                                                    --------      --------

Cash flows from financing activities:
  Payments on capital lease obligations               (4,074)      (30,132)
                                                    --------      --------
Net cash used in financing activities               $ (4,074)     $(30,132)
                                                    --------      --------

Decrease in cash and cash equivalents               $(48,670)     $(30,503)
Cash and cash equivalents, beginning of period        67,252       139,234
                                                    --------      --------

Cash and cash equivalents, end of period            $ 18,582      $108,731
                                                    ========      ========

Supplemental disclosures of cash flow information:

 Cash paid during the period for:
  Interest                                          $    916      $  3,222
                                                    ========      ========
</TABLE>

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

                                        5

<PAGE>
                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
                   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 June 30, 1997 and December 31,
1996 and the  results  of  operations  and cash flows of USTI for the six months
ended June 30, 1997 and 1996. The consolidated results of operations for the six
months ended June 30, 1997 are not  necessarily  indicative of the results to be
expected for the full year.


Note 2.  Property and Equipment:

         Property and equipment at June 30, 1997 and December 31, 1996 consisted
of the following:
<TABLE>
<S>                                              <C>                 <C>  

                                               June 30,           December 31,
                                                 1997                1996
                                                 ----                ----

Leasehold improvements                        $ 58,702            $ 58,702
Furniture and fixtures                          38,330              38,330
Equipment                                      884,190             869,292
                                              --------            --------
                                               981,222             966,324
Less Accumulated depreciation
  and amortization                            (886,878)           (850,586)
                                              --------            --------

                                              $ 94,344            $115,738
                                              --------            --------
</TABLE>


Note 3.  Other Assets:

         Other assets at June 30, 1997 and  December  31, 1996  consisted of the
following:
<TABLE>
<S>                          <C>                 <C>              <C>

                                             Accumulated
June 30, 1997                Cost            Amortization          Net
-------------                ----            ------------          ---

Goodwill                 $ 1,692,128         $ (984,354)       $ 707,774
Purchased Software           591,740           (529,272)          62,468

December 31, 1996
-----------------
Goodwill                 $ 1,692,128         $ (950,384)       $ 741,744
Purchased Software           590,654           (518,821)          71,833
</TABLE>

                                        6

<PAGE>
                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
                   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, D and E  Preferred  Stock.  Holders  of Series B  Preferred  Stock are
entitled to annual  dividends of $.07 per share,  payable  quarterly  and, as of
June 30,  1997,  are  entitled  to the  payment  of  approximately  $306,155  in
dividends  which are currently in arrears.  Holders of Series D Preferred  Stock
are entitled to annual dividends of $.07 per share, payable quarterly and, as of
June 30,  1997,  are  entitled  to the  payment  of  approximately  $258,045  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
June 30,  1997,  are  entitled  to the  payment  of  approximately  $127,150  in
dividends which are currently in arrears.

Note 5.  New Accounting Pronouncement:

         The FASB has issued  Statement of Financial  Accounting  Standards  No,
128,  Earnings Per Share,  which is effective  for financial  statements  issued
after  December 15, 1997.  Early  adoption of the new standard is not permitted.
The new standard  eliminates  primary and fully  diluted  earnings per share and
requires  presentation  of basic and diluted  earnings per share  together  with
disclosure of how the per share  amounts are computed.  The adoption of this new
standard is not expected to have a material impact on the disclosure of earnings
per share in the financial statements.  The effect of adopting this new standard
has not been determined.

                                        7

<PAGE>
                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY


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  customer  modifications,   maintenance
agreements and equipment  sales and  commissions.  Results of operations for the
three month period  ended June 30, 1997  include  revenues of $363,160 and a net
loss of $80,285 as compared  to  revenues of $557,863  and a net loss of $35,485
for the same  period in 1996.  Results for the six month  period  ended June 30,
1997  include  revenues  of  $821,639  and a net loss of $86,703 as  compared to
revenues of 1,084,021 and a net loss of $66,456 in 1996.

         The  Company  continues  to adjust its  expenses  based on  anticipated
levels of revenue resulting in decreased expenses. The Company is continuing its
development  of  additional  modules for its  asystTM  product  line,  which was
initially introduced in 1996. The asystTM product line operates in a single user
or network  Windows  environment  and is  seamlessly  interfaced  with the other
Microsoft  Office  products.  The Company believes that its asystTM product line
offers  its  current  and  prospective  customers  with an  attractive  software
solution,  both from a financial and  functionality  standpoint  and follows the
trend of clients moving to windows based PC networks. This trend has resulted in
a decrease  in the  volume of  licensing  activity  of the  Company's  older DOS
(QuestTM) and mid-range  (LegacyTM ) products  during 1997. The Company  expects
this trend to continue in the future.

Three Month Period Ended June 30, 1997 and 1996

         The  Company's  total revenue  decreased  35% from $557,863  during the
first quarter in 1996 to $363,160 in 1997.  Software  license fees decreased 49%
during the first quarter of 1997 as compared to 1996. Licensing of the Company's
older product lines  decreased  during 1997 while the volume of licensing of the
Company's  newer  asystTM  products  did not increase at a level  sufficient  to
offset this decrease.  The Company continues to market its QuestTM,  asystTM and
LegacyTM product lines toward  prospective  customers which it believes are best
suited for its products.  Installation and training  decreased 69% from 1996 due
to the  decrease in  licensing  of the  Company's  minicomputer  products  which
require  a  higher  amount  of  these  types of  services.  Maintenance  revenue
decreased 17% in 1997,  due in part, to a decrease in the number of customers of
the Company's  LegacyTM  products that elected to select  maintenance  coverage.
Equipment and supplies sales decreased 58% in the second quarter of 1997 due, in
part,  to a decrease  in the level of  computers  sold in  conjunction  with its
products.

         Total  costs  and  expenses  decreased  25%  from  $592,565  in 1996 to
$442,448  in 1997.  Salary  expense  decreased  19% in 1997 as a  result  of the
Company's continued adjustments in staffing to align with its anticipated levels
of revenue.  Other general,  administrative  and selling expense costs decreased
11% in 1997 as a result of  continued  efforts to  control  or reduce  expenses.
Depreciation  and  amortization  expense  decreased 46% in 1997 from 1996 due in
part, to a reduction in software and goodwill amortization  expense.  Commission
expense  increased  37% in  1997  resulting  from a  decrease  in the  level  of
licensing the Company's software products during the quarter.  Cost of equipment
and supplies  decreased 70% as a result of decreased sales of computer equipment
during the period.

                                       8
<PAGE>

Six Month Period Ended June 30, 1997 and 1996

         The Company's total revenue  decreased 24% from  $1,084,021  during the
first six months in 1996 to $821,639 in 1997.  Software  license fees  decreased
26% during the first six months of 1997 as  compared to 1996.  Licensing  of the
Company's  older  product  lines  decreased  during  1997  while  the  volume of
licensing of the Company's  newer  asystTM  products did not increase at a level
sufficient to offset this decrease. The Company continues to market its QuestTM,
asystTM  and  LegacyTM  product  lines  toward  prospective  customers  which it
believes are best suited for its products.  Installation and training  decreased
60% from 1996 due to the  decrease in licensing  of the  Company's  minicomputer
products  which require a higher amount of these types of services.  Maintenance
revenue  decreased  16% in 1997,  due in part,  to a  decrease  in the number of
customers of the Company's  LegacyTM products that elected to select maintenance
coverage.  Equipment and supplies sales decreased 27% in the first six months of
1997 due, in part, to a decrease in the level of computers  sold in  conjunction
with its products.

         Total  costs and  expenses  decreased  21% from  $1,148,421  in 1996 to
$906,445  in 1997.  Salary  expense  decreased  19% in 1997 as a  result  of the
Company's continued adjustments in staffing to align with its anticipated levels
of revenue.  Other general,  administrative  and selling expense costs decreased
12% in 1997 as a result of  continued  efforts to  control  or reduce  expenses.
Depreciation  and  amortization  expense  decreased 47% in 1997 from 1996 due in
part, to a reduction in software and goodwill amortization  expense.  Commission
expense  increased 21% in 1997 resulting from the use of an agent to license the
Company's  software during 1997. Cost of equipment and supplies decreased 27% as
a result of decreased sales of computer equipment during the period.

Liquidity and Capital Resources

     The Company had net cash used in operating activities of $28,613 during the
six months ended June 30, 1997,  as compared to net cash  provided by operations
of $10,422 for the same period in 1996. Net cash of $15,983 was utilized  during
1997 for investing in capital  expenditures versus $10,793 for 1996. Net cash of
$4,074was  utilized  in 1997 as  compared  to  $30,132  in  1996  for  financing
activities during the six month period.

         Management believes that the effect of its continued focus on adjusting
the Company's  expenses to the level of revenue,  which  management  anticipates
achieving,  and the Company's  current cash balance will be adequate to meet its
working capital requirements in the near future.  However, if the Company is not
able to continue to  generate  cash flows in the future by  achieving a level of
sales adequate to support the Company's cost structure, additional financing may
be required, of which there can be no assurance.

         The  Company  had  a  $50,000  note  payable  to  Ventana  Growth  Fund
("Ventana"),  a related  party.  The maturity date of the note was extended from
September  30, 1996 to September  30, 1998.  The original  maturity date of this
note was October 17, 1987. In 1997, Ventana distributed this note to its limited
partners  in its fund  requiring  the Company to reissue  notes,  under the same
terms and  conditions,  to the limited  partners.  As of June 30, 1997 there was
$74,031 of interest outstanding on these notes.

                                        9

<PAGE>

     The Company is  currently in arrears in the payment of dividends to holders
of its preferred stock. As of June 30, 1997, dividends were in arrears on Series
B preferred stock in the amount of $306,155,  on Series D preferred stock in the
amount of $258,045 and on Series E preferred stock in the amount of $127,150.


                           Part II - Other Information

Item 1.  Legal Proceedings

         The Company is involved in the following legal proceedings:

         On December  10,  1993,  Plaintiff  County of Essex filed suit  against
USTI,  USTEI, New Jersey  Municipal Data Management  ("MDM") and MDM's surety in
Superior Court of New Jersey.  The suit is based on allegations  that MDM failed
to perform its obligations  related to software and related services sold by MDM
to the County of Essex,  that USTI and USTEI succeeded to the obligations of MDM
by the  acquisition of the assets of MDM, and that there was a failure to comply
with the New Jersey bulk sales act in USTEI's  acquisition of the assets of MDM.
USTI and USTEI did not assume any obligations or liabilities of MDM with respect
to the County of Essex in the acquisition transaction. USTEI did agree to pay up
to $50,000 in defense  costs of MDM with  respect to such claim.  USTI and USTEI
answered each of such lawsuits,  denying all material  allegations  therein, and
intend to vigorously defend such  allegations.  On March 20, 1996, the County of
Essex's  claim  that  USTI and USTEI  succeeded  to the  obligations  of MDM was
dismissed with prejudice. Subsequently, the Court found that the New Jersey bulk
sales  act was not  complied  with  but has made no  finding  on the  amount  of
damages,  if any,  with  respect  thereto.  The  Company  has filed  third party
complaints against counsel representing the parties to the transaction for their
failure to have caused the bulk sales act to be complied with. Additionally,  on
April 10,  1997,  the  County of Essex  obtained  a  judgement  against  MDM for
approximately  $600,000  on its  claim for  failure  of  performance  by MDM and
recovered  $248,277  from the surety and the surety  succeeded  to the County of
Essex's  claim  against MDM,  USTI and USTEI in such amount.  The  litigation is
still in the discovery  phase.  As stated above,  USTI and USTEI have denied all
material allegations of the County of Essex and intend to vigorously defend such
litigation and pursue their third party claims.

         On August 11, 1993,  Plaintiff City of Sinton, Texas filed suit against
USTI  alleging  defects in software and services  sold to the city in 1990.  The
suit  failed to  specify  a  measure  of  damages  which the City of Sinton  was
seeking;  USTI answered the lawsuit by denying all material allegations therein.
In April 1997,  a jury ruled in favor of USTI in this suit,  finding  that there
was no breach of  warranty  by USTI with  respect to the  software  or  services
provided.  The jury  further  found  that the City of Sinton  had  breached  the
software  contracts by asserting  rights and duties which were not  specified in
the contracts.  USTI is currently  negotiating with the City of Sinton,  seeking
payment of a portion of its attorney's fees awarded as part of the judgement.

     On August 12, 1996,  Plaintiff City of Siloam Springs,  Arkansas filed suit
against USTI alleging defects in software and services sold to the city in 1994.
The suit alleges  three  different  theories of  recovery,  as to each of which,
plaintiff  claims  damages  in  excess  of  $10,000.  USTI has been  granted  an
extension  of time to answer in the matter and  intends to answer the lawsuit by
denying all material  allegations therein, and intends to vigorously defend such
allegations.

                                       10

<PAGE>

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, D and E  Preferred  Stock.  Holders  of Series B  Preferred  Stock are
entitled to annual  dividends of $.07 per share,  payable  quarterly  and, as of
June 30,  1997,  are  entitled  to the  payment  of  approximately  $306,155  in
dividends  which are currently in arrears.  Holders of Series D Preferred  Stock
are entitled to annual dividends of $.07 per share, payable quarterly and, as of
June 30,  1997,  are  entitled  to the  payment  of  approximately  $258,045  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
June 30,  1997,  are  entitled  to the  payment  of  approximately  $127,150  in
dividends which are currently in arrears.

Item 4.  Submission of Matters to a Vote of Security Holders

     On June 25, 1997, the Company held its Annual Meeting of  Shareholders.  At
the meeting,  the  shareholders  of the Company  voted to approve the  following
items:

         The following persons were elected as Directors of the Company:

         Thomas E. Gibbs
         Jordan Issackedes
         Davis G. Sengpiel
         Scott A. Burri
         Earl H. Cohen

    The  accounting  firm of Grant  Thornton  LLP was  selected  as  independent
accountants for the Company.


Item 5.  Other Information

     During the first  quarter 1997,  Ventana  Growth Fund elected its option to
convert its 750,000 shares of the Company's Series C preferred stock into shares
of the Company's  common stock.  There were dividends in arrears on the Series C
preferred  stock in the amount of $115,415 which were also converted into common
stock. A total of 5,308,280  shares of the Company's common stock were issued as
a result of this conversion.


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.


                                       11

<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.


                                            United Systems Technology, Inc.


Date:  August 13 1997                              By: /s/  Thomas E. Gibbs
                                                       --------------------
                                                   Thomas E. Gibbs, President
                                                   and Chairman of the Board
                                                  (Principal Executive Officer)



Date:  August 13, 1997                             By: /s/  Randall L. McGee
                                                        ----------------------
                                                   Randall L. McGee, Secretary
                                                   and Treasurer
                                                  (Principal Financial and
                                                    Accounting Officer)


                                       12

<PAGE>