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, 2005                                                 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 June 30, 2005 there were 56,178,663 shares of the registrant's Common
Stock, par value $0.01 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            10

Item 3. Controls and Procedures                                              14


PART II - OTHER INFORMATION                                                  15
---------------------------


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


     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, 2004.

                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>                                                      <C>           <C>
                 United Systems Technology, Inc. and Subsidiary
                           Consolidated Balance Sheets

                                                                   June 30,    December 31,
                                                                     2005          2004
                                                                  (Unaudited)
                                                                 ============  ============
Current Assets
Cash and cash equivalents                                        $ 2,205,730   $ 1,794,943
Trade accounts receivable, less allowance for doubtful accounts
 of $37,400 at June 30, 2005 and December 31, 2004                   289,225     1,085,165
Prepaid expenses                                                      42,656        17,063
                                                                 ------------  ------------
          Total current assets                                     2,537,611     2,897,171
                                                                 ------------  ------------

Property and equipment, net                                          152,055       173,117
Goodwill, net                                                        524,540       528,184
Purchased software, net                                              283,103       393,441
Deposits and other                                                    14,659         9,862
                                                                 ------------  ------------
                                                                     974,357     1,104,604
                                                                 ------------  ------------

          Total assets                                           $ 3,511,968   $ 4,001,775
                                                                 ============  ============

     Liabilities and Stockholders' Equity
Current Liabilities
  Trade accounts payable                                         $   135,085   $    57,619
  Accrued payroll                                                    107,325       184,620
  Other accrued expenses                                              84,743       192,926
  Deferred revenue                                                 1,164,050     1,612,659
                                                                 ------------  ------------
          Total current liabilities                                1,491,203     2,047,824


Commitments and contingencies                                              -             -

          Stockholders' Equity
Common stock, par value $.10 per share; authorized 100,000,000
 shares; issued and outstanding 56,178,663 at June 30, 2005
 and December 31, 2004                                               561,787       561,787
Additional paid-in capital                                         7,161,633     7,161,633
Accumulated deficit                                               (6,175,287)   (6,257,457)
Currency translation adjustments                                     472,632       487,988
                                                                 ------------  ------------
          Total stockholders' equity                               2,020,765     1,953,951
                                                                 ------------  ------------

      Total liabilities and stockholders' equity                 $ 3,511,968   $ 4,001,775
                                                                 ============  ============


    The accompanying notes are an integral part of the financial statements.
</TABLE>

                                       3
<PAGE>

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

                                                    Three Months Ended              Six Months Ended
                                                          June 30,                       June 30,
                                                    2005           2004            2005          2004
                                                ============================  ============================
Revenue
  Software packages                             $    138,317   $    134,525   $    294,997   $    288,863
  Installation, training and customer support         79,750         81,956        186,885        190,358
  Maintenance                                        548,977        544,821      1,112,675      1,103,520
  Equipment and supplies sales                        83,587         62,441        231,275        203,364
  Other                                                  785            731          1,388          1,297
                                                -------------  -------------  -------------  -------------
                                                     851,416        824,474      1,827,220      1,787,402
                                                -------------  -------------  -------------  -------------
Costs and expenses
  Salaries                                           478,439        459,737        959,146        938,935
  Other general, administrative and
   selling expense                                   239,176        201,054        481,058        390,413
  Depreciation and amortization                       66,715         67,651        137,983        136,780
  Commissions                                         19,954         15,110         37,716         32,715
  Cost of equipment and supplies sold                 50,394         33,024        142,644        130,884
                                                -------------  -------------  -------------  -------------
                                                     854,678        776,576      1,758,547      1,629,727
                                                -------------  -------------  -------------  -------------
Income (loss) from operations                         (3,262)        47,898         68,673        157,675
                                                -------------  -------------  -------------  -------------

Nonoperating income
 Interest income                                       8,547          1,670         13,494          8,178
                                                -------------  -------------  -------------  -------------
                                                       8,547          1,670         13,494          8,178
                                                -------------  -------------  -------------  -------------

Net income                                      $      5,285   $     49,568   $     82,167   $    165,853
                                                =============  =============  =============  =============

Net income per common share - basic and diluted $        NIL   $        NIL   $        NIL   $        NIL
                                                =============  =============  =============  =============

Weighted average number of common
 shares outstanding
    Basic                                         56,178,663     56,178,663     56,178,663     56,178,663
                                                =============  =============  =============  =============
    Diluted                                       58,257,830     59,771,520     58,266,163     59,814,377
                                                =============  =============  =============  =============


    The accompanying notes are an integral part of the financial statements.
</TABLE>

                                       4
<PAGE>


                 United Systems Technology, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
              For the Six Month Period Ended June 30, 2005 and 2004
                                   (Unaudited)

                                                         2005           2004
                                                     ============   ============
Cash flows in operating activities:
 Net income                                          $    82,167    $   165,853
                                                     ------------   ------------

 Adjustments to reconcile net income
  to net cash provided by operating activities:
   Depreciation and amortization                         137,983        136,780
   Change in operating assets and liabilities
      Accounts receivable                                777,004        748,585
      Deposits and other                                 (30,426)       (18,218)
      Accounts payable                                    75,633          4,509
      Accrued expenses                                  (181,686)      (198,109)
      Deferred revenue                                  (428,306)      (454,729)
                                                     ------------   ------------

                                                         350,202        218,818
                                                     ------------   ------------

Net cash provided from operating activities              432,369        384,671
                                                     ------------   ------------

Cash flows from investing activities:
 Property and equipment additions                        (14,300)       (18,045)
                                                     ------------   ------------

Net cash used in investing activities                    (14,300)       (18,045)
                                                     ------------   ------------

Cash flows from financing activities:
 Redemption of preferred stock                                 -     (1,500,000)
                                                     ------------   ------------

Net cash used in financing activities                          -     (1,500,000)
                                                     ------------   ------------

Effect of exchange rate changes on cash                   (7,282)       (56,116)
                                                     ------------   ------------

Increase (decrease) in cash and cash equivalents         410,787     (1,189,490)
Cash and cash equivalents, beginning of period         1,794,943      2,608,485
                                                     ------------   ------------

Cash and cash equivalents, end of period             $ 2,205,730    $ 1,418,995
                                                     ============   ============


    The accompanying notes are an integral part of the financial 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. (the "Company") as of June 30, 2005 and December
31, 2004, the results of operations of the Company for the three and six months
ended June 30, 2005 and 2004 and the cash flows for the six months ended June
30, 2005 and 2004. The consolidated results of operations for the three and six
months ended June 30, 2005 are not necessarily indicative of the results to be
expected for the full year.

     The Company recognizes software revenue in accordance with SOP 97-2,
Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions. Under these
guidelines, the Company recognizes revenue on transactions where persuasive
evidence of an arrangement exists, title has transferred, product payment is not
contingent upon performance of installation or service obligations, the price is
fixed or determinable and payment is reasonably assured. Revenue from
installation, training and customer support is deferred and recognized in the
period in which the services are provided. Revenue from contracts to maintain
computer software products is deferred and recognized over the term of the
contracts. The Company does not have revenue arrangements with multiple
deliverables.

Note 2. Preferred Stock:

     On January 27, 2004, the Company redeemed the outstanding Series B and
Series E preferred stock, including all cumulative undeclared and unpaid
dividends, for a total price of $1,500,000. The 500,000 shares of Series B
preferred stock were issued in October 1988 and had a par value of $1.00 per
share. As of January 27, 2004 the Series B preferred stock had cumulative
undeclared and unpaid dividends of $536,390. The 300,000 shares of Series E
preferred stock were issued in June 1991 and had a par value of $1.00 per share.
As of January 27, 2004 the Series E preferred stock had cumulative undeclared
and unpaid dividends of $265,290. Both series of preferred stock accrued
dividends at a rate of $.07 per share per annum.

                                       6
<PAGE>


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

Note 3. Earnings Per Share:

     The following table sets forth the computation of basic and diluted
earnings per share:

                               Three Months Ended           Six Months Ended
                                     June 30,                   June 30,
                                2005         2004         2005          2004
                            ------------ ------------ ------------- ------------
Income allocable to
 common stockholders        $     5,285  $    49,568  $     82,167  $   165,853
Weighted average
 shares outstanding - basic  56,178,663   56,178,663    56,178,663   56,178,663
Effect of dilutive stock
 options and warrants         2,079,167    3,592,857     2,087,500    3,635,714
                            ------------ ------------ ------------- ------------

Weighted average shares
 outstanding - diluted       58,257,830   59,771,520    58,266,163   59,814,377
                            ============ ============ ============= ============

Income per common
 share - basic              $       NIL  $       NIL  $        NIL  $       NIL
                            ============ ============ ============= ============
Income per common
 share - diluted            $       NIL  $       NIL  $        NIL  $       NIL
                            ============ ============ ============= ============

     In 2005 and 2004, warrants to purchase 75,000 shares of the Company's
common stock were excluded from the computation of diluted income per share
because the effect would be antidilutive


Note 4. Comprehensive Income:

     Comprehensive income is as follows:

                                Three Months Ended         Six Months Ended
                                     June 30,                   June 30,
                                2005         2004         2005          2004
                            ------------ ------------ ------------- ------------

     Net income             $     5,285  $    49,568  $     82,167  $   165,853
     Currency translation
      adjustments                (8,217)     (30,966)      (15,356)     (64,037)
                            ----------------------------------------------------

     Comprehensive income
      (loss)                $    (2,932) $    18,602  $     66,811  $   101,816
                            ------------ ------------ ------------- ------------

                                       7
<PAGE>


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

Note 5. Stock-Based Compensation

     The Company has two stock-based employee compensation plans and applies APB
Opinion 25, Accounting for Stock Issued to Employees - Related Interpretations
in accounting for these plans.. The following table illustrates the effect on
net income and earnings per share if the Company had applied the fair value
recognition provisions for FASB Statement 123, Accounting for Stock-Based
Compensation, using the assumptions described below.

                                Three Months Ended         Six Months Ended
                                     June 30,                   June 30,
                                2005         2004         2005          2004
                            ------------ ------------ ------------- ------------

Income allocable to common
 stockholders               $     5,285  $    49,568  $     82,167  $   165,853

Deduct: Total stock-based
 employee compensation
 expense determined
 under fair market value
 based method, net of
 related tax effects             30,950       30,950        61,900       61,900
                            ------------ ------------ ------------- ------------
Pro forma net income (loss) $   (25,665) $    18,618  $     20,267  $   103,953
                            ============ ============ ============= ============

Earnings per share:
Basic and diluted -
 as reported                $       NIL  $       NIL  $        NIL  $       NIL
Basic and diluted -
 pro forma                  $       NIL  $       NIL  $        NIL  $       NIL


Note 6. Income Taxes

     The Company has not provided for income taxes during the three months or
six months ended June 30, 2005 and 2004 due to the utilization of available loss
carryforwards that have offset any taxable income generated. Sufficient
uncertainty exists with respect to the utilization of our deferred tax assets
and we have provided a full valuation allowance on our net deferred tax assets.
At December 31, 2004, the Company has United States net operating loss
carryforwards of approximately $340,000 and Canadian net operating loss
carryforwards of approximately $259,000. These carryforwards expire from 2008
through 2011

                                       8
<PAGE>


Note 7. Other

     The Company has filed a definitive Proxy Statement and Schedule 13E-3 with
the Securities and Exchange Commission outlining a 1 for 10,000 Reverse/Forward
stock split ("Stock Split") and going private transaction. that it intends to
recommend at its next Annual Meeting of Shareholders. If approved, the Stock
Split will result in shareholders owning less than 10,000 shares of Common Stock
having such shares cancelled and converted into the right to receive cash
consideration for their shares. In addition, the Stock Split is considered a
"going private' transaction as defined in Rule 13e-3 of the Securities Exchange
Act and, if approved, will likely terminate the registration of the Company's
Common Stock and suspend the Company's duty to file periodic reports with the
SEC. The Company believes that the costs of implementing the requirements of the
Sarbanes-Oxley Act of 2002 are in excess of any benefits derived from remaining
a public reporting company.

                                       9
<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 months ended June 30, 2005 include revenues of $851,416 and net income of
$5,285 as compared to revenues of $824,474 and net income of $49,568 for the
same period in 2004. Results of operations for the six months ended June 30,
2005 include revenues of $1,827,220 and net income of $82,167 as compared to
revenues of $1,787,402 and net income of $165,853 for the same six month period
in 2004.

     The Company has completed the development of several new software products,
which enhances the competitiveness of its comprehensive software offering. These
products are marketed under the asyst(R) 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, Payroll and Fixed Assets
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, Building Permits and Property Tax
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 has recently
developed additional modules for its asyst(R) product line to add to its
existing asyst(R) offerings including a municipal court package and additions to
its asyst(R) Dealer Management product line. The asyst(R) Dealer Management
product line includes the core asyst(R) accounting modules and will have the
additional functionality of point of sale, inventory, repair orders, finance and
insurance and fiche interface.

Three Month Period Ended June 30, 2005 and 2004
-----------------------------------------------

     The Company's total revenue increased from $824,474 during the second
quarter in 2004 to $851,416 in 2005. Software license fees increased from
$134,525 in 2004 to $138,317 in 2005 due primarily from an increase in sales of
its asyst(R) products. Installation and training revenue, which does not
necessarily change in direct correlation with the licensing of the Company's
software products, decreased from $81,956 in 2004 to $79,750 in 2005.
Maintenance revenue increased slightly to $548,977 in 2005 as compared to
$544,821 during the same period in 2004. Maintenance revenue from the asyst(R)
product line increased in 2005 but was offset by a decrease in revenue from
several older product lines. Equipment and supplies sales increased from $62,441
in 2004 to $83,587 during 2005, due in part to an increase in the sale of
equipment and 3rd party software sold in conjunction with its software products.

                                       10
<PAGE>


     Total costs and expenses increased 10% from $776,576 in 2004 to $854,678 in
2005. Salary expense increased slightly from $459,737 in 2004 to $478,439 in
2005. Other general, administrative and selling expenses increased 19% from
$201,054 in 2004 to $239,176 in 2005, due primarily to an increase in expenses
related to the Company's going private transaction that it is currently in the
process of completing. Depreciation and amortization expense remained constant
from $67,651 in 2004 to $66,715. Commission expense increased from $15,110 in
2004 to $19,954 in 2005 due to an increase in sales subject to commissions. Cost
of equipment and supplies sold increased from $33,024 in 2004 to $50,394 in 2005
as a result of an increase in the volume of equipment and supplies sold.

Six Month Period Ended June 30, 2005 and 2004
---------------------------------------------

     The Company's total revenue increased 2% from $1,787,402 during the first
six months in 2004 to $1,827,220 in 2005. Software license fees increased from
$288,863 in 2004 to $294,997 in 2005 due primarily from an increase in sales of
its asyst(R) products. Installation and training revenue, which does not
necessarily change in direct correlation with the licensing of the Company's
software products, decreased from $190,358 in 2004 to $186,885 in 2005.
Maintenance revenue increased slightly to $1,112,675 in 2005 as compared to
$1,103,520 during the same period in 2004. Maintenance revenue from the asyst(R)
product line increased in 2005 but was offset by a decrease in revenue from
several older product lines. Equipment and supplies sales increased from
$203,364 in 2004 to $231,275 during 2005, due in part to, an increase in the
sale of equipment and 3rd party software sold in conjunction with its software
products.

     Total costs and expenses increased 8% from $1,629,727 in 2004 to $1,758,547
in 2005. Salary expense increased slightly from $938,935 in 2004 to $959,146 in
2005. Other general, administrative and selling expenses increased from $390,413
in 2004 to $481,058 in 2005, due primarily, to an increase in expenses related
to the Company's going private transaction that it is currently in the process
of completing. Depreciation and amortization expense remained constant from
$136,780 in 2004 to $137,983. Commission expense increased from $32,715 in 2004
to $37,716 in 2005 due to an increase in sales subject to commissions. Cost of
equipment and supplies sold increased from $130,884 in 2004 to $142,644 in 2005
as a result of an increase in the volume of equipment and supplies sold.


Critical Accounting Policies
----------------------------

     In preparing our consolidated financial statements in conformity with
accounting principles generally accepted in the United States, we must make a
variety of estimates that affect the reported amounts and related disclosures.
We base our estimates and judgments on historical experience and various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets
and liabilities and the amounts of revenue and expenses that are not readily
apparent from other sources. The following accounting policies are currently
considered most critical to the preparation of our financial statements.

                                       11
<PAGE>


Revenue Recognition

     The Company recognizes software revenue in accordance with SOP 97-2,
Software Revenue Recognition, as amended by SOP 98-9, Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions. Under these
guidelines, the Company recognizes revenue on transactions where persuasive
evidence of an arrangement exists, title has transferred, product payment is not
contingent upon performance of installation or service obligations, the price is
fixed or determinable and payment is reasonably assured.

     Service revenue generated from programming and training services are
recognized as the services are performed. Maintenance revenue is deferred and
recognized ratably over the related contract period, generally twelve months.
Revenue from the sales of equipment and supplies is recognized in the period in
which the products are delivered.

     Deferred revenue on maintenance contracts represent cash received in
advance or accounts receivable for maintenance services which is recognized over
the life of the contract.

Allowance for Doubtful Accounts

     We provide an allowance for doubtful accounts to ensure trade receivables
are not overstated due to uncollectibility. The collectibility of our
receivables is evaluated based on a variety of factors, including the length of
time receivables are past due, customers' indication of willingness to pay,
significant one-time events and historical experience. If circumstances related
to our customers change, estimates of the recoverability of receivables would be
further adjusted.

Goodwill and Intangible Assets

     Goodwill and intangible assets are primarily the result of the Company's
acquisitions. We use estimates in determining the value of goodwill and
intangible assets, including estimates of useful lives of intangible assets,
discounted future cash flows and fair values of the related operations. We test
annually to determine whether goodwill has been impaired, under the guidance of
SFAS No. 142. We forecast discounted future cash flows based on our historical
and best estimates of future revenues and operating costs, which take into
consideration factors such as existing backlog, expected future orders, supplier
contracts and general market conditions. Changes in our forecasts or cost of
capital may result in asset value write-downs, which could have a significant
impact on our current and future financial position and results of operations.

                                       12
<PAGE>


Deferral Tax Valuation Allowance

     Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount more
likely than not to be realized. Income tax expense is the total of tax payable
for the period and the change during the period in deferred tax assets and
liabilities.

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

     The Company had net cash provided from operating activities of $432,369
during the six months ended June 30, 2005, as compared to net cash provided by
operations of $384,671 for the same period in 2004. Operating cash flows are
primarily derived from net income plus non-cash depreciation and amortization
and changes in accounts receivable less the change in the deferred revenue and
accrued expenses. Net cash of $14,300 was utilized in 2005 for capital
acquisitions.

     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 next 12 months.

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

     This report contains forward-looking statements, other than historical
facts, which reflect the view of Company's management with respect to future
events. Such forward-looking statements are based on assumptions made by and
information currently available to the Company's 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 Company's 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.

                                       13
<PAGE>


Item 3. Controls and Procedures

     As of the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) and
15(d) - 15(g). Based upon that evaluation, the Company's Chief Executive Officer
and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings. The Company has
not made any significant changes to its disclosure controls and procedures or in
other factors that could significantly affect its disclosure controls and
procedures during the Company's last fiscal quarter.

                                       14
<PAGE>


Part II - Other Information
---------------------------

Item 1. Legal Proceedings

     The Company at various times has been a defendant in certain 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. Unregistered Sale of 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

   (a)  Exhibits 31.1 Principal Executive Officer Certification pursuant to
        Section 302 of the Sarbanes-Oxley Act of 2002

        31.2 Principal Financial Officer Certification pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002

        32.1 Principal Executive Officer Certification pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002

        32.2 Principal Financial Officer Certification pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002

   (b)  Reports on Form 8-K filed during the quarter ended June 30, 2005:

        News release issued by United Systems Technology, Inc. dated May 13,
        2005 announcing operating results for the quarter ended March 31,
        2005.

        News release issued by United Systems Technology, Inc. dated May 20,
        2005 responding to a press release issued by Constellation Software,
        Inc. on May 19, 2005.

                                       15
<PAGE>


        News release issued by United Systems Technology, Inc. dated May 31,
        2005 to announce it's long-term plan for corporate governance and
        company operations.

        News release issued by United Systems Technology, Inc. dated June 3,
        2005 to announce it's filing of an amended preliminary proxy statement
        and revised price per share to the Cashed-Out Shareholders in the
        reverse/forward stock split.


                                       16
<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 15, 2005                          By: /s/ Thomas E. Gibbs
                                                   -------------------
                                                   Thomas E. Gibbs, President
                                                   and Chairman of the Board
                                                   (Principal Executive Officer)



Date: August 15, 2005                          By: /s/ Randall L. McGee
                                                   --------------------
                                                   Randall L. McGee, Secretary
                                                   and Treasurer
                                                   (Principal Financial and
                                                   Accounting Officer)

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