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, 2000                                             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, 2000 there were 54,069,078 shares of the registrant's Common
Stock, par value $0.10 per share, outstanding.

<PAGE>
                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY

                              INDEX TO FORM 10-QSB

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

Item 1.           Consolidated Financial Statements

                  Balance Sheets                                        3

                  Statements of Operations                              4

                  Statements of Cash Flows                              5

                  Notes to Consolidated Financial Statements            6

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


PART II - OTHER INFORMATION                                            13
---------------------------


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



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

     These consolidated  financial statements should be read in conjunction with
the notes to the consolidated  financial  statements,  which are included in the
annual report on Form 10-KSB for the fiscal year ended December 31, 1999.


<PAGE>

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

                                                   June 30,
                                                     2000         December 31,
                                                 (Unaudited)          1999
                                                 ===========      ============
Current Assets
  Cash and cash equivalents                    $    495,443      $   922,838
  Trade accounts receivable, less allowance for
   doubtful accounts of $31,700 at June 30, 2000
   and $25,000 at December 31, 1999                 319,597          216,577
                                                  ---------        ---------
    Total Current Assets                            815,040        1,139,415
                                                  ---------        ---------

Property and equipment, net                         119,459           86,572
Goodwill, net                                       809,072          345,715
Purchased software, net                             192,887           19,878
Deposits and other                                   57,931           18,824
                                                  ---------        ---------
     Total Assets                              $  1,994,389      $ 1,610,404
                                                  =========        =========

Liabilities and Stockholders' Equity
 Current Liabilities
 Notes payable - related party                 $     22,915      $    22,915
 Trade accounts payable, including $113,200
  payable to a related party at June 30, 2000
  and December 31, 1999                             166,096          171,208
  Accrued payroll                                    20,762          157,611
  Accrued interest - related party                   39,616           38,673
  Other accrued expenses                            124,936           58,078
  Deferred revenue                                  859,772          512,109
                                                  ---------        ---------
     Total Current Liabilities                    1,234,097          960,594

     Total Liabilities                            1,234,097          960,594
                                                  ---------        ---------

Commitments and contingencies                          -                -

Stockholders' Equity
Preferred stock, convertible, voting, cumulative,
 par value $.10 per share; authorized 5,000,000
 shares; issued and outstanding,500,000 shares of
 Series B and 300,000 shares of Series E,
 aggregate liquidating preference of $1,300,000
 ($1.00 per share)                                   80,000           80,000
Common stock, par value $.10 per share; authorized
 100,000,000 shares; issued and outstanding
 54,069,078 at June 30, 2000 and  51,569,078
 at December 31, 1999                             5,406,907        5,156,908
Additional paid-in capital                        2,943,958        3,097,457
Accumulated deficit                              (7,630,573)      (7,644,555)
                                                  ---------        ---------
                                                    800,292          689,810
Less stock purchase note receivable                  40,000           40,000
                                                  ---------        ---------
     Total Stockholders'Equity                      760,292          649,810
                                                  ---------        ---------
     Total Liabilities and Stockholders'Equity $  1,994,389      $ 1,610,404
                                                  =========        =========
</TABLE>

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

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

                                      Three Months Ended    Six Months Ended
                                           June 30,             June 30,
                                        2000      1999       2000      1999
                                        ====      ====       ====      ====
Revenue
 Software packages                  $  47,334  $ 146,101  $ 107,742  $ 271,676
 Installation, training and
  customer support                     12,667     78,341     41,077    167,504
 Maintenance                          286,735    221,334    480,368    451,662
 Equipment and supplies sales          47,224     64,498    118,206    132,631
 Other                                  1,968      3,200      4,062      7,474
                                    ---------  ---------  ---------  ---------
                                      395,928    513,474    751,455  1,030,947
                                    ---------  ---------  ---------  ---------
Costs and Expense
 Salaries                             217,756    236,572    413,401    463,507
 Other general, administrative and
  selling expense                     105,770    104,121    211,757    221,883
 Depreciation and amortization         34,659     29,124     63,931     57,690
 Commissions                            2,525     10,775      5,250     15,185
 Cost of equipment and supplies sold   24,352     34,714     61,319     73,006
                                    ---------  ---------  ---------  ---------
                                      385,062    415,306    755,658    831,271
                                    ---------  ---------  ---------  ---------
Income (loss) form operations          10,866     98,168     (4,203)   199,676
                                    ---------  ---------  ---------  ---------
Nonoperating income (expense)
 Interest expense                        (472)      (514)      (943)    (1,065)
 Interest income                        8,325      6,146     19,128     11,667
                                    ---------  ---------  ---------  ---------
                                        7,853      5,632     18,185     10,602
                                    ---------  ---------  ---------  ---------
Net income before extraordinary item   18,719    103,800     13,982    210,278
                                    ---------  ---------  ---------  ---------
Extraordinary gain on settlement of
 debt                                    -          -          -         9,870
                                    ---------  ---------  ---------  ---------
Net income                             18,719    103,800     13,982    220,148
                                    ---------  ---------  ---------  ---------
Preferred stock dividend
 requirements                         (13,960)   (22,690)   (27,920)   (45,130)
                                    ---------  ---------  ---------  ---------
Income (loss) available for common
 stockholders                       $   4,759  $  81,110  $ (13,938) $ 165,148
                                    =========  =========  =========  =========

Net income (loss) per common share
 before extraordinary item          $     NIL  $     NIL  $     NIL  $     NIL
Extraordinary gain on settlement of
 debt                                     NIL        NIL        NIL        NIL
                                    ---------  ---------  ---------  ---------
Net income (loss) per common share
 after extraordinary item           $     NIL  $     NIL  $     NIL  $     NIL
                                    =========  =========  =========  =========

Weighted average number of common
 shares outstanding                54,069,078 48,178,043 53,080,067 48,178,043
                                   ========== ========== ========== ==========
</TABLE>


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


<PAGE>
                 United Systems Technology, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
              For the Six Month Period Ended June 30, 2000 and 1999
                                   (Unaudited)

<TABLE>
<S>                                                  <C>              <C>
                                                     2000             1999
                                                 ===========      ============
Cash flows in operating activities:

 Net income                                    $     13,982      $   220,148
 Adjustments to reconcile net income (loss)
  to net cash provided by (used in) operating
  activities:
  Depreciation and amortization                      63,931           57,690
  Recognition of deferred compensation costs on
   employee stock purchase                            9,000             -
  Extraordinary gain on settlement of debt             -              (9,870)
  Change in operating assets and liabilities:
   Accounts receivable                              130,889          143,194
   Deposits and other                               (38,130)         (16,283)
   Accounts payable                                  (4,170)            (750)
   Accrued expenses                                (118,598)         (24,143)
   Deferred revenue                                (136,202)        (155,180)
                                                  ---------        ---------
                                                    (93,280)          (5,342)
                                                  ---------        ---------
Net cash provided from operating activities    $    (79,298)     $   214,806
                                                  ---------        ---------
Cash flows from investing activities:
 Property and equipment additions                   (10,397)         (16,765)
 Purchase of CPS assets                            (200,000)            -
 Sale of CPS assets                                  30,500             -
 Purchase of Auto Administrators assets            (255,700)            -
                                                  ---------        ---------

Net cash used in investing activities              (435,597)         (16,765)
                                                  ---------        ---------

Cash flows from financing activities:
 Exercise of common stock options                    87,500             -
 Payments on notes payable                             -              (1,000)
 Payments on capital lease obligations                 -              (1,196)
                                                  ---------        ---------
Net cash provided (used in) financing activities     87,500           (1,196)
                                                  ---------        ---------

Increase in cash and cash equivalents              (427,395)         196,845
Cash and cash equivalents, beginning of period      922,838          478,008
                                                  ---------        ---------
Cash and cash equivalents, end of period       $    495,443      $   674,853
                                                  =========        =========

</TABLE>

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

<PAGE>
                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION:

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present fairly the  consolidated  financial  position of
United Systems  Technology,  Inc.  ("USTI") as of June 30, 2000 and December 31,
1999 and the  results  of  operations  and cash flows of USTI for the six months
ended June 30, 2000 and 1999. The consolidated results of operations for the six
months ended June 30, 2000 are not  necessarily  indicative of the results to be
expected for the full year.

NOTE 2.  PROPERTY AND EQUIPMENT:

     Property and equipment at June 30, 2000 and December 31, 1999  consisted of
the following:
<TABLE>
<S>                                           <C>               <C>
                                              June 30,          December 31,
                                                2000               1999
                                                ----               ----
Leasehold improvements                     $   66,571          $   66,416
Furniture and fixtures                         52,025              40,655
Equipment                                   1,014,186             974,789
                                            ---------           ---------
                                            1,132,782           1,081,860
Less Accumulated depreciation
 and amortization                          (1,013,321)           (995,288)
                                            ---------           ---------
                                           $  119,459          $   86,572
                                            ---------           ---------
</TABLE>


NOTE 3.  OTHER ASSETS:

     Other  assets at June 30,  2000 and  December  31,  1999  consisted  of the
following:
<TABLE>
<S>                             <C>               <C>                <C>

                                                  Accumulated
June 30, 2000                     COST           Amortization          Net
-------------                     ----           ------------          ---

Goodwill                      $ 2,189,027       $(1,379,955)     $   809,072
Purchased Software                782,469          (589,582)         192,887

December 31, 1999
-----------------
Goodwill                      $ 1,692,128        (1,346,413)     $   345,715
Purchased Software                597,104          (577,226)          19,878

</TABLE>

<PAGE>
                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 4.  PREFERRED STOCK:

     The  company is in arrears in the  payment of  dividends  to holders of its
Series B and E Preferred Stock. Holders of Series B Preferred Stock are entitled
to annual  dividends of $.07 per share,  payable  quarterly  and, as of June 30,
2000, are entitled to the payment of approximately $411,250 in dividends,  which
are  currently in arrears.  Holders of Series E Preferred  Stock are entitled to
annual dividends of $.07 per share,  payable quarterly and, as of June 30, 2000,
are entitled to the payment of  approximately  $190,210 in dividends,  which are
currently in arrears.

NOTE 5.  ACQUISITION OF ASSETS:

     On March 24,  2000,  the  Northern  District of Texas US  Bankruptcy  Court
approved  United Systems  Technology's  ("USTI") bid for the purchase of certain
assets of CPS Systems,  Inc. ("CPS") at a Bankruptcy  auction.  This transaction
closed on March 30,  2000.  USTI  successfully  bid $200,000 in cash for the CPS
City Fund  Accounting  and Utility  Billing  source code,  software  support and
licensing  agreements  for  approximately  60  customers  located  in Texas  and
Oklahoma.  The assets purchased also included the accounts receivable related to
these customers as well as  substantially  all of the fixed assets of CPS in its
Dallas  office.  USTI  subsequently  sold a portion  of these  fixed  assets for
$30,500.

     On June 21,  2000,  the  Ontario  Superior  Court of Justice in  Bankruptcy
approved  USTI's bid for the  purchase  of  substantially  all of the assets and
assumption of certain customer support obligations of Auto Administrator  Int'l,
Inc.  ("Auto  Admin").  USTI  successfully  bid US $255,700 in cash for the Auto
Admin DOS and Windows source code and software support and licensing  agreements
for over 300 customers  primarily  located in Canada.  The assets purchased also
included  the  accounts  receivable  related  to  these  customers  as  well  as
substantially all of the fixed assets of Auto  Administrator in both the London,
Ontario and Winnipeg, Manitoba offices. The customer support obligations assumed
included  approximately  US $400,000  of annual  support  contracts  that expire
during the next 12 months.  USTI  registered  a wholly  owned  subsidiary,  USTI
Canada,  Inc., which received the assets purchased in the transaction and serves
as USTI's operating entity in Canada.  Results of operations are included in the
company's consolidated financial statements since they were acquired.

     The following  summarizes the unaudited  consolidated  pro forma results of
operations  of the  Company  for the six months  ended  June 30,  2000 and 1999,
giving effect to the Auto Admin acquisition as if it had occurred on January 31,
2000 and 1999, respectively (in thousands):

<PAGE>
                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5.  ACQUISITION OF ASSETS (CON'T):
 <TABLE>
<S>                                      <C>             <C>
                                             PRO FORMA
                                        SIX MONTHS ENDED JUNE 30,
                                         2000            1999
                                         ----            ----
         Revenue                         1,428           1,863
         Net income (loss)                 (90)            137
         Net income (loss) per share       NIL             NIL

</TABLE>

<PAGE>
                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        OR PLAN OF OPERATION

RESULTS OF OPERATIONS

     The  Company  derives  its  revenue  from  the  licensing  of its  software
packages,   installation,   training  and  custom   modifications,   maintenance
agreements and equipment  sales and  commissions.  Results of operations for the
three month  period  ended June 30, 2000  include  revenues of $395,928  and net
income of $18,719 as compared to revenues of $513,474 and net income of $103,800
for the same  period in 1999.  Results for the six month  period  ended June 30,
2000  include  revenues  of  $751,455  and net income of 13,982 as  compared  to
revenues of  $1,030,947  and net income of $220,148 in 1999.  During  2000,  the
Company has seen less than normal demand for its software products.  The Company
believes  that this trend  being  experienced  throughout  the local  government
software  industry is due to the  accelerated  purchase  decisions made by local
governments  during the 12 to 24 month period  preceding this year that resulted
from Y2K concerns.

     The Company is continuing  the  development  of additional  modules for its
asystTM  products,  a windows  product  line that  operates  in a single user or
network envoirment and is seamlessly  interfaced with the other Microsoft Office
products.  The asystTM product line currently includes a Fund Accounting product
line, a Utility  Billing product line, a General  Government  product line and a
Public Safety product line. The Fund  Accounting  product line includes  General
Ledger,  Budget XLence,  Report XLence,  Accounts Payable,  Accounts Receivable,
Purchase Orders, Cash Receipts and Payroll modules.  The Utility Billing product
line includes  Utility  Billing,  Meter Reader  Interface,  Bank Drafts,  Budget
Billing and Service Orders modules. The General Government product line includes
Master and Land Directories,  Business and Animal Licenses, Building Permits and
Code  Enforcement  modules.  The Public Safety  product line includes Mater Name
Index, Calls for Service, Offense Reports, Citations, State Interface,  Computer
Aided  Dispatch,  UCR Reports,  Alarm Billing and Jail Management  modules.  The
Company  believes  that its  asystTM  product  line will  continue  to offer its
current and prospective  customers an attractive software solution,  both from a
financial and  functionality  standpoint and follows the trend of clients moving
to Windows based PC networks.

THREE MONTH PERIOD ENDED JUNE 30, 2000 AND 1999
===============================================

     The Company's  total revenue  decreased 23% From $513,474  during the first
quarter in 1999 to $395,928 in 2000. Software license fees decreased 68% in 2000
due to a decrease in the licensing of the Company's  products.  Installation and
training  decreased to $12,667 in 2000 from  $78,341 in 1999 due, in part,  to a
decrease  in  custom   programming  and  conversion   services  related  to  the
implementation  of the Year 2000  version of the  Company's  LegacyTM  products.
Mainteannce  revenue  increased  30% during 2000,  due to an increase in revenue
from the CPS and Auto Admin customers aquired during the year and an increase in
maintenance  revenue from new asystTM  customers.  This  increase was  partially
offset by a reduction in  maintnenace  revenue  generated  from its LegacyTM and
QuestTM  products.  Equipment  and supplies  sales  decreased 27% as a result of
lower  sales  of  hardware  sold in  conjunction  with  the  Company's  software
products.

     Total costs and expenses  decreased 7% from $415,306 in 1999 to $385,062 in
2000.  Salary  expense  decreased  8% in 2000,  due in part,  to a  decrease  in
employee   incentives  related  to  decreased   profitability.   Other  general,
administrative and selling expenses remained constant in 2000.  Depreciation and
amortization  expense  increased  19% in 2000 as a result of  increased  expense
related to the CPS  acquisition.  Commission  and cost of equipment and supplies
sold  decreased  77% and 30%  respectively  as a result  of  lower  sales of the
Company's products during 2000.

<PAGE>


SIX MONTH PERIOD ENDED JUNE 30, 2000 AND 1999
=============================================

     The Company's total revenue  decreased 27% From $1,030,947 during the first
six months in 1999 to $751,455 in 2000.  Software  license fees decreased 60% in
2000  due to a  decrease  in  licensing  of  the  Company's  software  products.
Installation  and training  decreased  to $41,077 in 2000 from  $167,504 in 1999
due,  in part,  to a decrease  in custom  programming  and  conversion  services
related to the implementation of the Year 2000 version of the Company's LegacyTM
products.  Maintenacne  revenue  increased 6% during 2000, due to an increase in
revenue from the CPS and Auto Admin  customers  acquired  during the year and an
increase in  maintenance  revenue  from new  asystTM  customers.  Equipment  and
supplies  sales  decreased  11% as a result of lower sales of  hardware  sold in
conjunction with the company's software products.

     Total costs and expenses  decreased 9% from  $831,271  during the first six
months in 1999 to $755,658 in 2000. Salary expense decreased 11% in 2000, due in
part, to a decrease in employee  incentives related to decreased  profitability.
Other general,  administrative  and selling expenses decreased 5% in 2000 due to
the continued  effort by the Company to control its expenses.  Depreciation  and
amortization  expense  increased  11% in 2000 as a result of  increased  expense
related to the CPS  acquisition.  Commission  and cost of equipment and supplies
sold  decreased  65% and 16%  respectively  as a result  of  lower  sales of the
company's products during 2000.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
===============================

     The Company had net cash used in operating activities of $79,298 during the
six months ended June 30, 2000,  as compared to net cash  provided by operations
of $214,806 for the same period in 1999.  This decrease in cash provided in 2000
was  primarily  the result of the decrease in the results of  operations  in the
first six  months of 2000.  Net cash of  $10,397  was  utilized  in 2000 for the
purchase of equipment  necessary for the sales,  development  and support of the
Company's products.

     On March 24,  2000,  the  Northern  District of Texas US  Bankruptcy  Court
approved the  Company's  bid for the purchase of certain  assets of CPS Systems,
Inc. ("CPS").  This transaction  closed on March 30, 2000. USTI successfully bid
$200,000 in cash for the CPS City Fund  Accounting  and Utility  Billing  source
code  and  software  support  and  licensing  agreements  for  approximately  60
customers located in Texas and Oklahoma.  The assets purchased also included the
accounts  receivable  related to these customers as well as substantially all of
the fixed  assets of CPS in its Dallas  office.  The Company  sold some of these
fixed assets for a sum of $30,500.

     On June 21,  2000,  the  Ontario  Superior  Court of Justice in  Bankruptcy
approved  USTI's bid for the  purchase  of  substantially  all of the assets and
assumed certain customer support  obligations of Auto Administrator  Int'l, Inc.
("Auto Admin"). USTI successfully bid US $255,700 in cash for the Auto Admin DOS
and Windows source code and software  support and licensing  agreements for over
300 customers  primarily  located in Canada.  The assets purchased also included
the accounts  receivable related to these customers as well as substantially all
of the fixed  assets  of Auto  Administrator  in both the  London,  Ontario  and
Winnipeg,  Manitoba offices.  The customer support  obligations assumed included
approximately  US $400,000 of annual  support  contracts  that expire during the
next 12 months.  USTI registered a wholly owned subsidiary,  USTI Canada,  Inc.,
which  received  the assets  purchased in the  transaction  and serves as USTI's
operating entity in Canada.  Results of operations are included in the company's
consolidated financial statements since they were acquired.

     Management  believes that its ability to generate  positive cash flows from
operations,  in addition to its existing cash balances, will be adequate to meet
its working capital requirements in the near future.  However, if the Company is
not able to continue to generate  positive cash flows in the future by achieving
a level of sales  adequate to support the Company's cost  structure,  additional
financing may be required, of which there can be no assurance.

     The Company is  currently in arrears in the payment of dividends to holders
of its preferred  stock.  As of June 30, 2000,  dividends were in arrears on the
Series B  preferred  stock in the amount of  $411,250  and on Series E preferred
stock in the amount of $190,210.

<PAGE>


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.

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGE IN SECURITIES

         Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The  company is in arrears in the  payment of  dividends  to holders of its
Series B and E Preferred Stock. Holders of Series B Preferred Stock are entitled
to annual  dividends of $.07 per share,  payable  quarterly  and, as of June 30,
2000, are entitled to the payment of approximately $411,250 in dividends,  which
are  currently in arrears.  Holders of Series E Preferred  Stock are entitled to
annual dividends of $.07 per share,  payable quarterly and, as of June 30, 2000,
are entitled to the payment of  approximately  $190,210 in dividends,  which are
currently in arrears.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On June 21, 2000, the Company held its Annual Meeting of Shareholders. This
meeting was  adjourned  until July 6, 2000.  At the  meeting,  the  shareholders
approved the following items:

         The following persons were elected as Directors of the Company:

                  Thomas E. Gibbs
                  Earl H. Cohen
                  Jordan Issackedes
                  Randall L. McGee

     The  Company's  Stock  Option plan was  amended to  increase  the number of
shares reserved for issuance under the plan from 12,000,000 to 22,000,000.

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

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

         (b) The Company filed an 8-K dated June 21, 2000 related to the
             acquisition of the Auto Administrators Int'l, Inc. assets.

<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 14, 2000           BY: /S/  THOMAS E. GIBBS
                                    ---------------------
                                    Thomas E. Gibbs, President
                                     and Chairman of the Board
                                    (Principal Executive Officer)

DATE:  August 14, 2000          BY: /S/  RANDALL L. MCGEE
                                   ----------------------
                                    Randall L. McGee, Secretary
                                     and Treasurer
                                    (Principal Financial and
                                     Accounting Officer)


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