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, 2003                                      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 September 30, 2003 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

Item 3.  Controls and Procedures                                10


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



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


     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, 2002.


                                        2
<PAGE>

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

                                              September 30,
                                                  2003         December 31,
                                               (Unaudited)        2002
                                               ===========     ===========


Current Assets

Cash and cash equivalents                      $ 2,239,418    $  1,800,798
Trade accounts receivable, less allowance
 for doubtful accounts of $34,500 at
 September 30, 2003 and December 31, 2002          369,957       1,118,885
                                                 ---------       ---------
Total current assets                             2,609,375       2,919,683

Property and equipment, net                        199,672         150,049
Goodwill, net                                      483,842         483,842
Purchased software, net                            610,990         679,603
Deposits and other                                   8,439          16,121
                                                 ---------       ---------
                                                 1,302,943       1,329,615
                                                 ---------       ---------
    Total assets                               $ 3,912,318    $  4,249,298
                                                 =========       =========


Liabilities and Stockholders' Equity
Current Liabilities
 Trade accounts payable                        $     7,663    $     60,732
 Accrued payroll                                   118,487         313,259
 Other accrued expenses                             59,971         157,936
 Deferred revenue                                  977,270       1,511,637
                                                 ---------       ---------
  Total current liabilities                      1,163,391       2,043,564

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 $800,000
  ($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,
  2003 and December 31, 2002                     5,617,866       5,617,866
 Additional paid-in capital                      2,825,554       2,825,554
 Accumulated deficit                            (6,023,214)     (6,243,257)
 Accumulated other comprehensive income (loss)     248,721         (74,429)
                                                 ---------       ---------
 Total stockholders' equity                      2,748,927       2,205,734
                                                 ---------       ---------
 Total liabilities and stockholders' equity    $ 3,912,318    $  4,249,298
                                                 =========       =========
</TABLE>

    The accompanying notes are an integral part of the financial 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,
                                      2003       2002        2003      2002
                                      ====       ====        ====      ====
Revenue
 Software packages                 $ 142,072  $ 225,543  $  343,223  $ 553,429
 Installation, training and
  customer support                    62,009     73,106     315,915    309,310
 Maintenance                         540,115    542,903   1,626,057  1,533,226
 Equipment and supplies sales         71,713     70,145     244,977    207,103
 Other                                   796      8,594       1,608      9,564
                                   ---------  ---------   ---------  ---------
                                     816,705    920,291   2,531,780  2,612,632
                                   ---------  ---------   ---------  ---------

Costs and expenses
 Salaries                            469,575    480,878   1,401,730  1,286,877
 Other general, administrative
  and selling expense                167,067    178,709     581,464    580,784
 Depreciation and amortization        63,948     57,387     187,049    153,310
 Commissions                          21,835     52,894      46,065     94,395
 Cost of equipment and supplies
  sold                                39,874     37,395     137,386    113,036
                                   ---------  ---------   ---------  ---------
                                     762,299    807,263   2,353,694  2,228,402
                                   ---------  ---------   ---------  ---------
Income from operations                54,406    113,028     178,086    384,230
                                   ---------  ---------   ---------  ---------

Nonoperating income (expense)
 Interest expense                       -          (217)       -          (643)
 Interest income                      14,634      6,100      41,959     19,826
                                   ---------  ---------   ---------  ---------
                                      14,634      5,883      41,959     19,183
                                   ---------  ---------   ---------  ---------

Net income                            69,040    118,911     220,045    403,413

Preferred stock dividend
 requirements                        (14,112)   (14,112)    (41,883)   (41,883)
                                   ---------  ---------   ---------  ---------
Income available for common
 stockholders                      $  54,928  $ 104,799  $  178,162  $ 361,530
                                   =========  =========   =========  =========
Net income per common share
 - basic and diluted               $     NIL  $     NIL  $      NIL  $    0.01
                                   =========  =========   =========  =========

Weighted average number of common
shares outstanding

  Basic                           56,178,663  56,178,663 56,178,663 56,178,663
                                  ==========  ========== ========== ==========
  Diluted                         59,857,234  59,900,092 59,346,321 61,278,399
                                  ==========  ========== ========== ==========
</TABLE>

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

                                       4
<PAGE>


                 United Systems Technology, Inc. and Subsidiary
                     Consolidated Statements of Cash Flows
           For the None Month Period Ended September 30, 2003 and 2002
                                   (Unaudited)
<TABLE>
<S>                                               <C>             <C>

                                                  2003            2002
                                               ===========     ===========
Cash flows in operating activities:
 Net income                                    $   220,045    $    403,413

Adjustments to reconcile net income to
 net cash provided by operating activities:
  Depreciation and amortization                    187,049         153,310
 Change in operating assets and liabilities:
  Accounts receivable                              748,928         378,374
  Deposits and other                                 7,682          17,729
  Accounts payable                                 (53,069)        (12,418)
  Accrued expenses                                (292,737)        (29,419)
  Deferred revenue                                (534,367)       (522,738)
                                                 ---------       ---------
                                                    63,486         (15,162)
                                                 ---------       ---------
Net cash provided by operating activities      $   283,531    $    388,251
                                                 ---------       ---------
Cash flows from investing activities
 Property and equipment additions                 (168,059)        (36,687)
 Acquisition of businesses                            -           (213,886)
                                                 ---------       ---------
Net cash used in investing activities             (168,059)       (250,573)
                                                 ---------       ---------
Cash flows from financing activities:
 Notes payable payment received                       -             40,000
                                                 ---------       ---------
Net cash provided by financing activities             -             40,000
                                                 ---------       ---------

Effect of exchange rate on cash                    323,148           4,495
                                                 ---------       ---------

Increase in cash and cash equivalents              438,620         182,173
Cash and cash equivalents, beginning of period   1,800,798       1,383,173
                                                 ---------       ---------
Cash and cash equivalents, end of period       $ 2,239,418    $  1,565,346
                                                 =========       =========
</TABLE>

    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 September 30 and the
results  of  operations  and cash  flows of the  Company  for the three and nine
months ended September 30, 2003 and 2002. The consolidated results of operations
for the three and nine  months  ended  September  30,  2003 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:

     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,  2003 the  500,000  outstanding  shares of  Series B  preferred  stock  were
entitled to be converted into 5,124,880 shares of common stock and were entitled
to  5,124,880  votes on all  matters  submitted  to a vote of  stockholders.  At
September  30, 2003  cumulative  dividends  of  approximately  $524,975  were in
arrears. Holders of Series E Preferred Stock are entitled to annual dividends of
$.07 per share,  payable  quarterly  and, as of  September  30, 2003 the 300,000
outstanding  shares of Series E preferred  stock were  entitled to be  converted
into  2,792,215  shares of common stock and were entitled to 2,792,215  votes on
all  matters  submitted  to a  vote  of  stockholders.  At  September  30,  2003
cumulative dividends of approximately $258,445 were in arrears.

     In May 2003,  the FASB issued SFAS 150,  Accounting  for Certain  Financial
Instruments  with  Characteristics  of Both Liabilities and Equity ("SFAS 150").
The provisions of SFAS 150 will be effective for interim periods beginning after
September 15, 2003. The Company has evaluated the effects SFAS 150 and concluded
that, the adoption of SFAS 150 will not have a material  impact on its financial
statements.

                                       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:
 <TABLE>
<S>                               <C>        <C>             <C>       <C>

                               Three Months Ended        Nine Months Ended
                                   September 30,            September 30,
                                2003         2002          2003         2002
                                ----         ----          ----         ----

  Income allocable to
   common stockholders        $   54,928  $   104,799    $  178,162 $   361,530
  Weighted average
   shares outstanding - basic 56,178,663   56,178,663    56,178,663  56,178,663
  Effect of dilutive stock
   options and warrants        3,678,571    3,721,429     3,167,658   5,099,736
                              ----------   ----------    ----------  ----------
  Weighted average shares
   outstanding - diluted      59,857,234   59,900,092    59,346,321  61,278,399
                              ==========   ==========    ==========  ==========

  Income per common
   share - basic               $   NIL     $   NIL       $   NIL      $   .01
                                   ===         ===           ===          ===
  Income per common
   share - diluted             $   NIL     $   NIL       $   NIL      $   .01
                                   ===         ===           ===          ===
</TABLE>

     In 2003 and 2002,  the  assumed  conversion  of the  Company's  convertible
preferred  stock was excluded from the  computation  of diluted income per share
because its effect would be antidilutive. In 2003 and 2002, 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:
<TABLE>
<S>                              <C>         <C>            <C>        <C>

                                Three Months Ended        Nine Months Ended
                                   September 30,            September 30,
                                2003         2002          2003         2002
                                ----         ----          ----         ----

         Net income           $  69,040   $ 118,911     $ 220,045    $ 403,413
         Currency translation
             adjustments         (9,169)      2,312       323,150        8,246
                                 -------     -------       -------      -------

         Comprehensive income $  59,871   $ 121,223     $ 543,195    $ 411,659
                                -------     -------       -------      -------
</TABLE>


                                        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.
<TABLE>
<S>                              <C>         <C>             <C>        <C>

                                Three Months Ended        Nine Months Ended
                                   September 30,            September 30,
                                2003         2002          2003         2002
                                ----         ----          ----         ----
Income allocable to
 common stockholders          $ 54,928    $ 104,799     $ 178,162    $ 361,530

Deduct: Total stock-based
    employee compensation
    expense determined
    under fair market value
    based method, net of
    related tax effects         30,950       30,950        92,850       92,850
                               -------      -------       -------      -------
Pro forma net income         $  23,978    $  73,849     $  85,312    $ 268,680
                               =======      =======       =======      =======
Earnings per share:
Basic and diluted - as reported  $ NIL        $ NIL         $ NIL        $ NIL
Basic and diluted - pro forma    $ NIL        $ NIL         $ NIL        $ NIL
</TABLE>


Note 6.  Income Taxes

     The Company has not  provided  for income  taxes  during the three and nine
months ended  September  30, 2002 and 2003 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,  2002,  the  Company  has  United  States net  operating  loss
carryforwards  of  approximately  $1,192,000  and  Canadian net  operating  loss
carryforwards of approximately  $400,000.  These carryforwards  expire from 2008
through  2011.  Additionally,  the Company has  approximately  $71,000 in unused
general  business tax credits  available to directly  offset  future  income tax
liabilities  and  $624,000 in capital  loss  carryforwards  available  to offset
future capital gains.
                                        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  months  ended  September  30, 2003  include  revenues of $816,705 and net
income of $69,040 as compared to revenues of $920,291 and net income of $118,911
for the same period in 2002.  Results of  operations  for the nine months  ended
September 30, 2003 include  revenues of $2,531,780 and net income of $220,045 as
compared to revenues of $2,612,632  and net income of $403,413 for the same nine
month period in 2002.

     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 is currently
developing  additional  modules  for  its  asyst(R)  product  line to add to its
existing asyst(R) offerings  including an asyst(R) for Powersports product line.
The  asyst(R)  for  Powersports  product  line will  include  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 September 30, 2003 and 2002
----------------------------------------------------
     The  Company's  total  revenue  decreased  from  $920,291  during the third
quarter in 2002 to $816,705 in 2003.  Software  license fees  decreased 37% from
$225,543 in 2002 to $142,072 in 2003.  This decrease  resulted from a lower than
anticipated  sales to new accounts in 2003.  Installation and training  revenue,
which does not necessarily  change in direct  correlation  with the licensing of
the Company's software  products,  decreased 15% from $73,106 in 2002 to $62,009
in 2003 due,  in part,  to a decrease in services  provided  to  customers  that
licensed products in 2003.  Maintenance  revenue remained relatively constant in
2003 as  compared  to the same  period  in 2002.  Maintenance  revenue  from the
asyst(R)  product line increased in 2003 but was offset by a decrease in revenue
from several older product lines. Equipment and supplies sales remained constant
in both periods.

                                        9
<PAGE>

     Total costs and expenses  decreased 6% from $807,263 in 2002 to $762,299 in
2003.  Salary  expense  decreased  slightly from $480,878 in 2002 to $469,575 in
2003.  Salary  expense  increased  from the growth of the sales staff during the
previous  year but was  offset  by lower  incentives  resulting  from  decreased
results of  operations.  Other  general,  administrative  and  selling  expenses
decreased  7% from  $178,709  in 2002 to  $167,067  in 2003,  due in part,  to a
decrease in employees and franchise taxes. Depreciation and amortization expense
increased  11% from $57,387 in 2002 to $63,948 in 2003 due to increased  expense
related to the purchase of  equipment.  Commission  expense  decreased  59% from
$52,894  in 2002 to $21,835  in 2003 due to a  decrease  in  revenue  from which
commissions  are earned.  Cost of equipment and supplies sold  increased 7% from
$37,395 in 2002 to $39,874 in 2003 as a result of an  increase  in the volume of
computer equipment and supplies sold.

Nine Month Period Ended September 30, 2003 and 2002
---------------------------------------------------

     The  Company's  total revenue  decreased  from  $2,612,632  during the nine
months ended  September 30, 2002 to $2,531,780  during the comparable  period in
2003.  Software  license fees decreased 38% from $553,429 in 2002 to $343,223 in
2003. This decrease resulted from a lower than anticipated sales to new accounts
during 2003 and lower sales of  additional  products  to existing  customers  in
2003.  Installation and training revenue,  which does not necessarily  change in
direct  correlation  with the  licensing  of the  Company's  software  products,
increased  slightly  from  $309,310  in 2002 as  compared  to  $315,915 in 2003.
Maintenance  revenue increased 6% from $1,533,226 in 2002 to $1,626,057 in 2003,
due  primarily  to an increase in revenue  from the  asyst(R)  product  line and
customers  acquired  by the  Company  in  2002.  Equipment  and  supplies  sales
increased  18% from  $207,103  in 2002 to  $244,977  in 2003 as a  result  of an
increase in the volume of computer  equipment  and  supplies  sold to  customers
acquired by the Company in 2002.

     Total costs and expenses increased 6% from $2,228,402 in 2002 to $2,353,694
in 2003.  Salary expense  increased 9% from  $1,286,877 in 2002 to $1,401,730 in
2003,  due  in  part,  from  the  addition  of  employees  related  to  previous
acquisitions and through the growth of the sales staff during the previous year.
Other general, administrative and selling expenses remained constant at $581,464
in 2003 as compared to $580,784 in 2002.  Depreciation and amortization  expense
increased 22% from $153,310 in 2002 to $187,049 in 2003 due to increased expense
related to the addition of assets related to the 2002 acquisitions and equipment
purchased.  Commission  expense decreased 51% from $94,395 in 2002 to $46,065 in
2003 due to a decrease in revenue  from which  commissions  are earned.  Cost of
equipment and supplies  sold  increased 22% from $113,036 in 2002 to $137,386 in
2003 as a result of an increase in the volume of computer equipment and supplies
sold in conjunction with its software products.

                                       10

<PAGE>

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

     The Company had net cash  provided  from  operating  activities of $283,531
during the nine  months  ended  September  30,  2003,  as  compared  to net cash
provided by operations of $388,251 for the same period in 2002. This decrease in
cash provided in 2003 was primarily from lower results of operations  during the
first nine months of 2003. Net cash of $168,059 was utilized in 2003 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.

     The Company is  currently in arrears in the payment of dividends to holders
of its preferred  stock. As of September 30, 2003,  dividends were in arrears on
the Series B preferred stock in the amount of $524,975 and on Series E preferred
stock in the amount of $258,445.

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.


Item 3. Controls and Procedures

     As of the end of the quarter covered by this quarterly 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  andprocedures  pursuant  to  Exchange  Act Rule
13a-14.  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
subsequent to the date of the evaluation described above.

                                       11

<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.  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, 2003,  are entitled to the payment of  approximately  $524,975 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, 2003,  are entitled to the payment of  approximately  $258,445 in dividends,
which are currently in arrears.

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

         Not Applicable.

Part II - Other Information [Cont'd]


Item 5.  Other Information

         Not Applicable

                                       12
<PAGE>

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) The Company filed an 8-K dated August 26, 2003 related to
              engagement of Hein & Associates LLP as the Company's independent
              accountants.





                                       13


<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:  November 13, 2003             By: /s/  Thomas E. Gibbs
                                         --------------------
                                         Thomas E. Gibbs, President
                                          and Chairman of the Board
                                         (Principal Executive Officer)



Date:  November 13, 2003             By: /s/  Randall L. McGee
                                         ---------------------
                                         Randall L. McGee, Secretary
                                          and Treasurer
                                         (Principal Financial and
                                          Accounting Officer)




                                       14
<PAGE>

EXHIBIT 31.1
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

     I, Thomas E. Gibbs,  Chief Executive Officer of United Systems  Technology,
Inc. ("registrant"), certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of the registrant;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  and presented in this  quarterly  report our  conclusions  about the
effectiveness  of the  disclosure  controls and  procedures as of the end of the
period covered by this quarterly report based on such evaluation; and

     c) disclosed in this report any change in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's internal control over financial reporting.

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date:  November 13, 2003             By: /s/  Thomas E. Gibbs
                                         --------------------
                                         Thomas E. Gibbs
                                         President and Chief Executive Officer

<PAGE>

EXHIBIT 31.2
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

     I, Randall L. McGee, Chief Financial Officer of United Systems  Technology,
Inc. ("registrant"), certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of the registrant;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  and presented in this  quarterly  report our  conclusions  about the
effectiveness  of the  disclosure  controls and  procedures as of the end of the
period covered by this quarterly report based on such evaluation; and

     c) disclosed in this report any change in the registrant's internal control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the registrant's internal control over financial reporting.

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date:  November 13, 2003         By: /s/  Randall L. McGee
                                     ---------------------
                                     Randall L. McGee
                                     Vice President and Chief Financial Officer

<PAGE>

Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     This  certification  is  furnished  solely  pursuant  to Section 906 of the
Sarbanes-Oxley  Act of 2002 and  accompanies  the  Quarterly  Report  of  United
Systems  Technology,  Inc.  (the  "Company") on Form 10-QSB for the period ended
September  30, 2003 (the  "Report").  I, Thomas E.  Gibbs,  Principal  Executive
Officer of the Company, hereby certify that, to the best of my knowledge:

     1. The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

     2. The information contained in the Report fairly presents, in all material
respect, the financial condition and results of the operations of the Company.


Date:  November 13, 2003             By: /s/  Thomas E. Gibbs
                                         --------------------
                                         Thomas E. Gibbs, President
                                          and Chairman of the Board
                                         (Principal Executive Officer)

<PAGE>

Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     This  certification  is  furnished  solely  pursuant  to Section 906 of the
Sarbanes-Oxley  Act of 2002 and  accompanies  the  Quarterly  Report  of  United
Systems  Technology,  Inc.  (the  "Company") on Form 10-QSB for the period ended
September 30, 2003 (the "Report").  I, Randall L. McGee, Principal Financial and
Accounting  Officer  of the  Company,  hereby  certify  that,  to the best of my
knowledge:

     1. The Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

     2. The information contained in the Report fairly presents, in all material
respect, the financial condition and results of the operations of the Company.



Date:  November 13, 2003         By: /s/  Randall L. McGee
                                     ---------------------
                                     Randall L. McGee, Secretary
                                      and Treasurer
                                     (Principal Financial and
                                      Accounting Officer)





<PAGE>