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, 2004                                   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, 2004 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                                         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, 2003.



                                        2
<PAGE>

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

                                               September 30,
                                                  2004         December 31,
                                               (Unaudited)        2003
                                               ===========     ===========
Current Assets
Cash and cash equivalents                      $ 1,439,247    $  2,608,485
Trade accounts receivable, less allowance
 for doubtful accounts of $34,500 at
 September 30, 2004 and December 31, 2003          376,132       1,047,206
                                                 ---------       ---------
     Total current assets                        1,815,379       3,655,691
                                                 ---------       ---------

Property and equipment, net                        180,502         209,594
Goodwill, net                                      483,842         483,842
Purchased software, net                            430,454         580,038
Deposits and other                                  30,110          22,914
                                                 ---------       ---------
                                                 1,124,908       1,296,388
                                                 ---------       ---------
    Total assets                              $  2,940,287    $  4,952,079
                                                 =========       =========

Liabilities and Stockholders' Equity
Current Liabilities
 Trade accounts payable                       $     57,885    $     32,721
 Accrued payroll                                   130,837         198,435
 Other accrued expenses                             55,683         164,156
 Deferred revenue                                  945,860       1,553,563
                                                 ---------       ---------
   Total current liabilities                     1,190,265       1,948,875

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
Common stock, par value $.01 per share;
 authorized 100,000,000 shares; issued and
 outstanding 56,178,663 at September 30, 2004
 and December 31, 2003                             561,787         561,787
Additional paid-in capital                       7,161,633       7,881,633
Accumulated deficit                             (6,337,212)     (5,873,928)
Accumulated other comprehensive income             363,814         353,712
                                                 ---------       ---------
  Total stockholders' equity                     1,750,022       3,003,204
                                                 ---------       ---------
  Total liabilities and stockholders' equity  $  2,940,287    $  4,952,079
                                                 =========       =========
</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,
                                      2004       2003        2004      2003
                                      ====       ====        ====      ====
Revenue
 Software packages                 $ 127,668  $ 142,072  $  416,531  $ 343,223
 Installation, training and
  customer support                   130,368     62,009     320,726    315,915
 Maintenance                         543,178    540,115   1,646,699  1,626,057
 Equipment and supplies sales         78,480     71,713     281,844    244,977
 Other                                   866        796       2,163      1,608
                                   ---------  ---------   ---------  ---------
                                     880,560    816,705   2,667,963  2,531,780
                                   ---------  ---------   ---------  ---------
Costs and expenses
 Salaries                            489,416    469,575   1,428,352  1,401,730
 Other general, administrative
  and selling expense                185,346    167,067     575,759    581,464
 Depreciation and amortization        68,839     63,948     205,619    187,049
 Commissions                          24,803     21,835      57,518     46,065
 Cost of equipment and supplies
  sold                                46,692     39,874     177,577    137,386
                                   ---------  ---------   ---------  ---------
                                     815,096    762,299   2,444,825  2,353,694
                                   ---------  ---------   ---------  ---------
Income from operations                65,464     54,406     223,138    178,086
                                   ---------  ---------   ---------  ---------
Nonoperating income
 Interest income                       5,400     14,634      13,579     41,959
                                   ---------  ---------   ---------  ---------
                                       5,400     14,634      13,579     41,959
                                   ---------  ---------   ---------  ---------

Net income                            70,864     69,040     236,717    220,045

Preferred stock dividend
 requirements                           -       (14,112)       -      (41,883)
                                   ---------  ---------   ---------  ---------
Income available for common
 stockholders                      $  70,864  $  54,928  $  236,717  $ 178,162
                                   =========  =========   =========  =========

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                         59,771,520 59,857,234  59,800,091 59,346,321
                                  ========== ==========  ========== ==========
</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 Nine Month Period Ended September 30, 2004 and 2003
                                   (Unaudited)

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

                                                  2004            2003
                                               ===========     ===========
Cash flows in operating activities:
 Net income                                    $   236,717    $    220,045

 Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depreciation and amortization                   205,619         187,049
 Change in operating assets and liabilities:
   Accounts receivable                             659,376         748,928
   Deposits and other                               (7,649)          7,682
   Accounts payable                                 21,139         (53,069)
   Accrued expenses                               (174,512)       (292,737)
   Deferred revenue                               (598,126)       (534,367)
                                                 ---------       ---------
                                                   105,847          63,486
                                                 ---------       ---------
Net cash provided by operating activities      $   342,564    $    283,531
                                                 ---------       ---------
Cash flows from investing activities:
 Property and equipment additions                  (23,052)       (168,059)
                                                 ---------       ---------
Net cash used in investing activities              (23,052)       (168,059)
                                                 ---------       ---------
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             11,250         323,148
                                                 ---------       ---------

(Decrease) increase in cash and cash
  equivalents                                   (1,169,238)        438,620
Cash and cash equivalents, beginning
  of period                                      2,608,485       1,800,798
                                                 ---------       ---------
Cash and cash equivalents, end of period       $ 1,439,247    $  2,239,418
                                                 =========       =========
</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, 2004 and
December 31, 2003,  the results of  operations  of the Company for the three and
nine months  ended  September  30, 2004 and 2003 and the cash flows for the nine
months ended September 30, 2004 and 2003. The consolidated results of operations
for the three and nine  months  ended  September  30,  2004 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 and Common 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.

     On July 7, 2004,  the Company's  shareholders  approved an amendment to the
Articles  of  Incorporation  of the  Company  to  reduce  the par  value  of the
Company's  Common  Stock from $.10 per share to $.01 per share.  This  change is
reflected retroactively in the accompanying 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,
                                 2004        2003           2004        2003
                                 ----        ----           ----        ----

Income allocable to
 common stockholders           $ 70,864    $  54,928      $ 236,717   $ 178,162
Weighted average
 shares outstanding - basic  56,178,663   56,178,663     56,178,663  56,178,663
Effect of dilutive stock
 options and warrants         3,592,857    3,678,571      3,621,428   3,167,658
                             ----------   ----------     ----------  ----------
Weighted average shares
 outstanding - diluted       59,771,520   59,857,234     59,800,091  59,346,321
                             ==========   ==========     ==========  ==========
  Income per common
   share - basic           $   NIL      $   NIL        $   NIL      $   NIL
                               ===          ===            ===          ===
  Income per common
   share - diluted         $   NIL      $   NIL        $   NIL      $   NIL
                               ===          ===            ===          ===
</TABLE>

     In 2003,  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 2004 and 2003,  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,
                                2004         2003          2004         2003
                                ----         ----          ----         ----

      Net income             $ 70,864     $ 69,040       $236,717    $220,045
      Currency translation
        adjustments            74,139       (9,169)        10,102     323,150
                               ------      -------        -------     -------

      Comprehensive income   $145,003     $ 59,871       $246,102    $543,195
                               ------      -------        -------     -------
</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,
                                2004         2003          2004         2003
                                ----         ----          ----         ----

Income allocable to
 common stockholders        $  70,864     $  54,928     $ 236,717    $ 178,162

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       $   39,914     $  23,978     $ 143,867    $  85,312
                               ======        =======      =======      =======

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 months or
nine months ended  September 30, 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,  2003,  the  Company  has  United  States net  operating  loss
carryforwards  of  approximately   $858,000  and  Canadian  net  operating  loss
carryforwards of approximately  $350,000.  These carryforwards  expire from 2008
through 2011.


                                        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, 2004  include  revenues of $880,560 and net
income of $70,864 as compared to revenues of $816,705  and net income of $69,040
for the same period in 2003.  Results of  operations  for the nine months  ended
September 30, 2004 include  revenues of $2,667,963 and net income of $236,717 as
compared to revenues of $2,531,780  and net income of $220,045 for the same nine
month period in 2003.

     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 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 September 30, 2004 and 2003

     The  Company's  total  revenue  increased  from  $816,705  during the third
quarter in 2003 to $880,560 in 2004.  Software  license fees  decreased 10% from
$142,072 in 2003 to $127,668 in 2004.  This  decrease  resulted  from lower than
anticipated  sales to new accounts in 2004.  Installation and training  revenue,
which does not necessarily  change in direct  correlation  with the licensing of
the Company's software products, increased 110% from $62,009 in 2003 to $130,368
in 2004 due,  in part,  to an  increase  in  conversion  and custom  programming
services provided to customers in 2004.  Maintenance revenue remained relatively
constant in 2004 as compared to the same period in 2003. Maintenance

                                        9

<PAGE>

     revenue from the asyst(R)  product line increased in 2004 but was offset by
a decrease in revenue from several older product  lines.  Equipment and supplies
sales  increased 9% from $71,713 in 2003 to $78,480 during 2004, due in part to,
an increase  in the sale of  equipment  sold in  conjunction  with its  software
products.

     Total costs and expenses  increased 7% from $762,299 in 2003 to $815,096 in
2004.  Salary  expense  increased 4% from  $469,575 in 2003 to $489,416 in 2004.
Staffing levels remained  constant between periods but salary expense  increased
as a result of higher incentives resulting from increased results of operations.
Other general,  administrative  and selling expenses increased 11% from $167,067
in 2003 to  $185,346  in 2004,  due in part,  to an  increase in office rent and
travel expenses. Depreciation and amortization expense increased 8% from $63,948
in 2003 to $68,839 in 2004 due to increased  expense  related to the purchase of
equipment.  Commission  expense increased 14% from $21,835 in 2003 to $24,803 in
2004 due to an increase in revenue from which  commissions  are earned.  Cost of
equipment  and supplies  sold  increased  17% from $39,874 in 2003 to $46,692 in
2004 as a result of an increase in the volume of computer equipment and supplies
sold.

Nine Month Period Ended September 30, 2004 and 2003

     The  Company's  total revenue  increased  from  $2,531,780  during the nine
months ended  September 30, 2003 to $2,667,963  during the comparable  period in
2004.  Software  license fees increased 21% from $343,223 in 2003 to $416,531 in
2004.  This increase  resulted from increased  sales to new accounts during 2004
and  sales of  additional  products  to  existing  customers.  Installation  and
training revenue,  which does not necessarily  change in direct correlation with
the  licensing of the  Company's  software  products,  increased  slightly  from
$315,915 in 2003 as compared to $320,726 in 2004.  Maintenance  revenue remained
relatively constant in 2004 as compared to the same period in 2003.  Maintenance
revenue  from the asyst(R)  product  line  increased in 2004 but was offset by a
decrease in revenue from several  older  product  lines.  Equipment and supplies
sales  increased 15% from $244,977 in 2003 to $281,844 in 2004 as a result of an
increase in the volume of computer  equipment  and supplies sold to customers in
2004.

     Total costs and expenses increased 4% from $2,353,694 in 2003 to $2,444,825
in 2004.  Salary expense remained  relatively  constant at $1,428,352 in 2004 as
compared  to  $1,401,730  in 2003.  Other  general,  administrative  and selling
expenses  remained constant at $575,759 in 2004 as compared to $581,464 in 2003.
Depreciation  and  amortization  expense  increased 10% from $187,049 in 2003 to
$205,619  in  2004  due to  increased  expense  related  to the  acquisition  of
equipment.  Commission  expense increased 25% from $46,065 in 2003 to $57,518 in
2004 due to an increase in revenue from which  commissions  are earned.  Cost of
equipment and supplies  sold  increased 29% from $137,386 in 2003 to $177,577 in
2004 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 $342,564
during the nine  months  ended  September  30,  2004,  as  compared  to net cash
provided by operations of $283,531 for the same period in 2003.  Operating  cash
flows are  primarily  derived  from net income plus  non-cash  depreciation  and
amortization  less the change in the deferred  revenue,  related sales taxes and
accounts  receivable.  Net cash of  $23,052  was  utilized  in 2004 for  capital
acquisitions and $1,500,000 was utilized to redeem the outstanding  Series B and
Series E  preferred  stock,  including  all  cumulative  undeclared  and  unpaid
dividends.

     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.


                                       11
<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.

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

         Not Applicable

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

     On July 7, 2004,  the Company held its Annual Meeting of  Shareholders.  At
the meeting, the shareholders approved the following items:

         The following persons were elected as Directors of the Company:

                  Thomas E. Gibbs
                  Randall L. McGee
                  Earl H. Cohen
                  Scott Burri

     The  accounting  firm of Hein & Associates  LLP was selected as independent
accountants for the Company.

                                       12
<PAGE>


Part II - Other Information [Cont'd]

Item 4.  Submission of Matters to a Vote of Security Holders (Con't)
                                                                   -

     The amendment to the Articles of Incorporation of the Company to reduce the
par value of the  Company's  Common  Stock from $.10 per share to $.01 per share
was approved.

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





                                       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.


                                   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 12, 2004          By: /s/  Thomas E. Gibbs
                                     ---------------------
                                    Thomas E. Gibbs, President
                                    and Chairman of the Board
                                   (Principal Executive Officer)



Date:  November 12, 2004         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.

Dated:  November 12, 2004             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.

Dated November 12, 2004              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, 2004 (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.



Dated:  November 12, 2004             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, 2004 (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.



Dated November 12, 2004              By: /s/ Randall L. McGee
                                        ---------------------
                                        Randall L. McGee, Secretary
                                         and Treasurer
                                        (Principal Financial and
                                         Accounting Officer)




<PAGE>