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, 2002                                      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, 2002 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                                      11


PART II - OTHER INFORMATION                                     14
---------------------------


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

     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, 2001.


                                        2

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

                                                June 30,
                                                  2002         December 31,
                                               (Unaudited)        2001
                                               ===========     ===========
Current Assets
 Cash and cash equivalents                     $ 1,538,887     $ 1,383,173
 Trade accounts receivable, less allowance
  for doubtful accounts of $34,900 at June 30,
  2002 and $34,500 at December 31, 2001            407,018         850,189
                                                 ---------       ---------
   Total current assets                          1,945,905       2,233,362
                                                 ---------       ---------

Property and equipment, net                        139,663         115,989
Goodwill, net                                      489,342         417,893
Purchased software, net                            787,437         669,428
Deposits and other                                  38,100          31,411
                                                 ---------       ---------
                                                 1,454,542       1,234,721
                                                 ---------       ---------
   Total assets                               $  3,400,447     $ 3,468,083
                                                 =========       =========

Liabilities and Stockholders' Equity
Current Liabilities
 Notes payable - related party                $     10,416     $    10,416
 Trade accounts payable                             79,442          40,567
 Accrued payroll                                   150,224         191,230
 Accrued interest - related party                   19,785          19,359
 Other accrued expenses                            123,660         147,250
 Deferred revenue                                1,053,922       1,445,720
                                                 ---------       ---------
   Total current liabilities                     1,437,449       1,854,542

   Total liabilities                             1,437,449       1,854,542
                                                 ---------       ---------

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 June 30,
  2002 and December 31, 2000                     5,617,866       5,617,866
 Additional paid-in capital                      2,825,554       2,825,554
 Accumulated deficit                            (6,513,538)     (6,799,071)
 Currency translation adjustments                   (6,884)        (70,808)
                                                 ---------       ---------
                                                 2,002,998       1,653,541
 Less stock purchase note receivable                40,000          40,000
                                                 ---------       ---------
   Total stockholders' equity                    1,962,998       1,613,541
                                                 ---------       ---------
   Total liabilities and stockholders' equity $  3,400,447     $ 3,468,083
                                                 =========       =========
</TABLE>

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


                                       3
<PAGE>

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

                                     Three Months Ended      Six Months Ended
                                           June 30,              June 30,
                                        2002      2001        2002       2001
                                        ====      ====        ====       ====
Revenue
 Software packages                  $ 175,036  $ 113,073  $  327,886 $ 152,127
 Installation, training and
  customer support                     93,088    170,876     236,203   272,417
 Maintenance                          497,625    481,979     990,323   922,104
 Equipment and supplies sales          49,416     51,997     136,958    97,155
 Other                                    945      3,989         970     8,865
                                    ---------  ---------   --------- ---------
                                      816,110    821,914   1,692,340 1,452,668
                                    ---------  ---------   --------- ---------
Costs and expenses
 Salaries                             420,492    361,976     823,394   689,719
 Other general, administrative and
  selling expense                     199,363    179,438     387,679   327,984
 Depreciation and amortization         49,170     72,085      95,923   129,814
 Commissions                           24,826      1,440      41,501     2,804
 Cost of equipment and supplies sold   23,694     27,393      75,641    48,798
                                    ---------  ---------   --------- ---------
                                      717,545    642,332   1,424,138 1,199,119
                                    ---------  ---------   --------- ---------
Income (loss) from operations          98,565    179,582     268,202   253,549
                                    ---------  ---------   --------- ---------
Nonoperating income (expense)
 Interest expense                        (214)      (257)       (426)     (514)
 Interest income                        7,270      8,864      13,726    18,857
                                    ---------  ---------   --------- ---------
                                        7,056      8,607      13,300    18,343
                                    ---------  ---------   --------- ---------

Net income                            105,621    188,189     281,502   271,892

Preferred stock dividend
  requirements                        (13,960)   (13,960)    (27,920)  (27,920)
                                    ---------  ---------   --------- ---------
Income (loss) available for
 common stockholders                $  91,661  $ 174,229  $  253,582 $ 243,972
                                    =========  =========   ========= =========

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                        61,967,552 57,878,663  61,967,552 58,897,881
                                  ========== ==========  ========== ==========
</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 Six Month Period Ended June 30, 2002 and 2001
                                   (Unaudited)
<TABLE>
<S>                                                 <C>           <C>

                                                   2002           2001
                                               ===========     ===========
Cash flows in operating activities:
 Net income                                    $   281,502     $   271,892

 Adjustments to reconcile net income to
  net cash provided by (used in)
  operating activities:
   Depreciation and amortization                    95,923         129,814
   Recognition of deferred compensation
    costs on employee stock purchase                  -              9,000
   Change in operating assets and
    liabilities, net of effects
    of acquisitions:
     Accounts receivable                           483,012         231,054
     Deposits and other                              6,689         (36,844)
     Accounts payable                               33,476          32,015
     Accrued expenses                              (84,706)         49,360
     Deferred revenue                             (424,977)       (282,832)
                                                 ---------       ---------
                                                   109,417         131,567
                                                 ---------       ---------

 Net cash provided from operating activities       390,919         403,459
                                                 ---------       ---------
Cash flows from investing activities:
 Property and equipment additions                  (27,253)        (17,747)
 Acquisition of businesses                        (213,886)       (132,065)
                                                 ---------       ---------
Net cash used in investing activities             (241,139)       (149,812)
                                                 ---------       ---------

Effect of exchange rate changes on cash              5,934           1,056
                                                 ---------       ---------

Increase (decrease) in cash and cash
 equivalents                                       155,714         254,703
Cash and cash equivalents, beginning of period   1,383,173         814,240
                                                 ---------       ---------
Cash and cash equivalents, end of period       $ 1,538,887     $ 1,068,943
                                                 =========       =========

</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 June 30, 2002 and December
31, 2001 and the results of operations and cash flows of USTI for the six months
ended June 30, 2002 and 2001. The consolidated results of operations for the six
months ended June 30, 2002 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, 2002 and December 31, 2001  consisted of
the following:
<TABLE>
<S>                                          <C>               <C>
                                            June 30,         December 31,
                                             2002               2001
                                             ----               ----

Leasehold improvements                   $   75,322         $   74,995
Furniture and fixtures                       71,157             59,257
Equipment                                 1,090,688          1,056,581
                                          ---------         ----------
                                          1,237,167          1,190,793
Less Accumulated depreciation
  and amortization                       (1,097,504)        (1,074,804)
                                         ----------         ----------
                                        $   139,663         $  115,989
                                         ----------         ----------
</TABLE>


Note 3.  Other Assets:

     Other  assets at June 30,  2002 and  December  31,  2001  consisted  of the
following:
<TABLE>
<S>                             <C>                <C>             <C>

                                               Accumulated
June 30, 2002                  Cost           Amortization         Net
-------------                  ----           ------------         ---

Goodwill                   $ 2,009,664        $(1,520,322)    $  489,342
Purchased Software           1,635,059           (847,622)       787,437

December 31, 2001
-----------------
Goodwill                   $ 1,936,027         (1,518,134)    $  417,893
Purchased Software           1,433,565           (764,137)       669,428

</TABLE>



                                        6
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   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,
2002, are entitled to the payment of approximately $481,155 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, 2002,
are entitled to the payment of  approximately  $232,150 in dividends,  which are
currently in arrears.


Note 5.  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           Six Months Ended
                                  June 30,                   June 30,
                            2002            2001         2002         2001
                            ----            ----         ----         ----

Income allocable to
 common stockholders     $ 105,621      $ 188,189     $ 281,502    $ 271,892
Weighted average
shares outstanding
 - basic                56,178,663     56,178,663    56,178,663   56,178,663
Effect of dilutive
 stock options and
 warrants                5,788,889      1,700,000     5,788,889    2,719,218
                        ----------     ----------    ----------   ----------
Weighted average
 shares outstanding
 - diluted              61,967,552     57,878,663    61,967,552   58,897,881
                        ==========     ==========    ==========   ==========

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

     In 2002 and 2001,  the  assumed  conversion  of the  Company's  convertible
preferred stock was excluded from the computation of diluted  earnings per share
because its effect would be antidilutive. In 2002 and 2001, warrants to purchase
75,000 shares of the Company's  common stock were excluded from the  computation
of diluted earnings per share because the effect would be antidilutive.


                                        7
<PAGE>

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

Note 6.  Acquisition of Assets:

     On June 26, 2002, the Company acquired  substantially  all of the assets of
Shamrock  Systems,  LLC  ("Shamrock"),  based in  Memphis,  Tennessee  to add an
additional product line to its suite of products.  This transaction includes all
rights  to the  Shamrock  software,  contracts  for  software  support,  and all
accounts  receivable  of  Shamrock.  The purchase  price was  $213,886  plus the
assumption  of  certain  liabilities  of  Shamrock  including  software  support
obligations  for the  remainder of the  contract  terms.  Operating  results for
Shamrock  are included in  consolidated  financial  statements  from the date of
acquisition.

     The  following  unaudited  proforma  information  presents  the  results of
operations  of the  Company  as if  the  acquisitions  had  taken  place  in the
beginning of each 2002 period presented (in thousands, except per share data):
<TABLE>
<S>                                            <C>             <C>

                                          Three Months      Six Months
                                             Ended,           Ended
                                         June 30, 2002    June 30, 2002
                                         -------------    -------------

         Revenues                          $  930           $  1,920
         Net income                        $  112           $    294

         Net income per common share           -                  -
</TABLE>

     The proforma  results of operations  have been  presented  for  comparative
purposes  only and do not purport to be  indicative of the results of operations
which  actually would have occurred had the  acquisitions  been made as of these
dates or of results which may occur in the future.


Note 7.  Comprehensive Income:

         Comprehensive income is as follows:
<TABLE>
<S>                           <C>           <C>            <C>        <C>

                             Three Months Ended           Six Months Ended
                                  June 30,                   June 30,
                            2002            2001         2002         2001
                            ----            ----         ----         ----

   Net income             $105,621       $188,189      $281,502     $271,892
   Currency translation
    adjustments             14,123         (2,050)        5,934       (4,426)
                          --------       --------      --------     --------
   Comprehensive income   $119,744       $186,139      $287,436     $267,466
                          --------       --------      --------     --------
</TABLE>

                                        8
<PAGE>

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


Note 7.  New Accounting Pronouncements:

     Effective  January 1, 2002,  the Company  adopted  Statement  of  Financial
Accounting  Standards  (SFAS) No. 141,  Business  Combinations and SFAS No. 142,
Goodwill and Intangible Assets,  and SFAS No. 144,  Accounting for Impairment or
Disposal of Long-Lived Assets.


SFAS No. 141 and SFAS 142

         Major provisions of these statements and their effective dates are as
follows:

     o intangible  assets  acquired in a business  combination  must be recorded
separately  from goodwill if they arise from  contractual  or other legal rights
and are  separable  from  the  acquired  entity  and can be  sold,  transferred,
licensed,  rented  or  exchanged,  either  individually  or as part of a related
contract, asset or liability;

     o  effective  January  1,  2002,  all  previously   recorded  goodwill  and
intangible   assets  with  indefinite   lives  will  no  longer  be  subject  to
amortization;

     o  effective  January  1,  2002,  all  previously   recorded  goodwill  and
intangible  assets with indefinite lives will be tested for impairment  annually
or whenever there is an impairment indicator; and

     o all acquired goodwill must be assigned to reporting units for purposes of
impairment testing and segment reporting

     The Company amortized goodwill and intangible assets acquired prior to July
1, 2001 until December 31, 2001. Beginning January 1, 2002, quarterly and annual
goodwill  amortization  is no longer  recognized.  The Company  has  completed a
traditional  fair value based impairment test of goodwill as of January 1, 2002.
The test did not result in any impairment losses.




                                        9
<PAGE>

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

Note 7.  New Accounting Pronouncements (cont):

     The following table sets forth the net income and related per share amounts
as if SFAS  142 had  been  adopted  for  the  periods  ended  June  30,  2001 in
thousands, except per share data):
<TABLE>
<S>                                           <C>               <C>

                                             Three               Six
                                             Months             Months
                                             ------             ------
    Reported net income                     $  188             $  272
    Add back goodwill amortization              27                 48
                                              ----               ----
    Adjusted net income                     $  215             $  320
                                               ---                ---

    Basic and diluted net income per share  $  NIL             $  NIL
    Goodwill amortization                      NIL                NIL
                                               ---                ---
    Adjusted net income per share
       Basic and diluted                    $  NIL             $  NIL
                                               ---                ---
</TABLE>

Intangible assets consist of the following:
<TABLE>
<S>                             <C>        <C>          <C>          <C>

                                June 30, 2002           December 31, 2001
                                -------------           -----------------
                              Gross                   Gross
                             Carrying   Accumulated   Carrying    Accumulated
                              Value     Amortization  Value       Amortization
                             --------   ------------  --------    ------------
Amortized intangible assets

   Purchased Software       $1,635,059   (847,622)    1,433,565     (764,137)
                            ----------   --------     ---------     --------

Intangible assets not subject to
 amortization

  Goodwill                  $2,009,664 (1,520,322)    1,936,027   (1,518,134)
                            ----------  ---------     ---------    ---------
</TABLE>

     Amortization  expense  related to  intangible  assets  totaled  $83,485 and
$62,840  during the six months ended June 30, 2002 and 2001,  respectively.  The
aggregate estimated  amortization  expense for intangible assets remaining as of
June 30, 2002 is as follows:
<TABLE>
<S>                                                    <C>

         Remainder of 2002                        $   90,000
         2003                                        180,000
         2004                                        180,000
         2005                                        150,000
         2006                                        115,000
         2007                                         72,000
                                                    --------
         Total                                    $  787,000
                                                     -------
</TABLE>

                                       10


<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 month  period  ended June 30, 2002  include  revenues of $816,110  and net
income of  $105,621  as  compared  to  revenues  of  $821,914  and net income of
$188,189 for the same period in 2001.  Results of  operations  for the six month
period  ended June 30, 2002  include  revenues of  $1,692,340  and net income of
$281,502 as compared to revenues of  $1,452,668  and net income of $271,892  for
the same period in 2001.

     The Company has completed the development of several new software products,
which significantly  enhance the  competitiveness of its comprehensive  software
offering.  These  products  are  marketed  under the asystTM  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 asystTM product line.

Three Month Period Ended June 30, 2002 and 2001
-----------------------------------------------

     The Company's  total  revenue of $816,110  during the first quarter of 2002
was slightly less than the $821,914  reported  during the first quarter in 2001.
Software  license fees  increased 55% from $113,073 in 2001 to $175,036 in 2002.
This  increase was  primarily a result of increased  licensing of the  Company's
asystTM products.  Installation and training decreased 46% from $170,876 in 2001
to $93,088 in 2002. This decrease related to services  provided to the Company's
Canadian customers related to regulatory changes in 2001 and comparable services
were not required in 2002.  Maintenance  revenue  increased 3% during 2002,  due
primarily to an increase in revenue from the Company's asystTM customers.


                                       11


<PAGE>

     Total costs and expenses increased 12% from $642,332 in 2001 to $717,545 in
2002.  Salary  expense  increased 16% from $361,976 in 2001 to $420,492 in 2002,
due in part,  from the  addition  of  employees  in sales and  marketing.  Other
general,  administrative  and selling expenses increased 11% in 2002 as compared
to 2001 as a result of increased costs related to acquisitions. Depreciation and
amortization expense decreased 32% resulting form the implementation of SFAS No.
141 that makes goodwill and intangible assets with indefinite lives no longer be
subject to amortization.

Six Month Period Ended June 30, 2002 and 2001
---------------------------------------------

     The Company's  total revenue  increased 16% to $1,692,340  during the first
six months of 2002 as  compared  to  $1,452,668  during the same period in 2001.
Software  license fees increased 116% from $152,127 in 2001 to $327,886 in 2002.
This  increase was  primarily a result of increased  licensing of the  Company's
asystTM products.  Installation and training decreased 32% from $272,417 in 2001
to $236,203.in 2002. This decrease was due, in part, to services provided to the
Company's   Canadian  customers  related  to  regulatory  changes  in  2001  and
comparable services were not required in 2002.  Maintenance revenue increased 7%
during 2002, due to an increase in revenue from the Company's asystTM and MAS TM
customers.  Equipment  and  supplies  sales  increased  from  $97,155 in 2001 to
$136,958 due, in part, to an increase in sales of equipment  sold in conjunction
with its software products.

     Total  costs  and  expenses  increased  19%  from  $1,199,119  in  2001  to
$1,424,138  in 2002.  Salary  expense  increased  19% from  $689,719  in 2001 to
$823,394  in 2002,  due in part,  from the  addition of  employees  in sales and
marketing and  additional  employees  resulting  from  acquisitions  made by the
Company.  Other general,  administrative  and selling expenses  increased 18% in
2002 as compared to 2001 as a result of increased costs related to acquisitions.
Depreciation  and  amortization   expense   decreased  26%  resulting  form  the
implementation  of SFAS No. 141 that makes goodwill and  intangible  assets with
indefinite  lives no longer be subject to  amortization.  Cost of equipment  and
supplies sold increased as a result of higher volume of sales.

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

     The Company had net cash  provided  from  operating  activities of $390,919
during the six months ended June 30, 2002,  as compared to net cash  provided by
operations of $403,459 for the same period in 2001. Cash provided from operating
activities in 2002 was primarily a result of income from operations  during 2002
and an increase in the collection of outstanding accounts  receivable.  Net cash
of $27,253 was  utilized  in 2002 for  capital  acquisitions  and  $213,886  was
utilized for the acquisition of businesses.


                                       12


<PAGE>

     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.

     The Company is  currently in arrears in the payment of dividends to holders
of its preferred  stock.  As of June 30, 2002,  dividends were in arrears on the
Series B  preferred  stock in the amount of  $481,155  and on Series E preferred
stock in the amount of $232,150.
Forward-Looking Statements

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

     This report  contains  forward-looking  statements,  other than  historical
facts,  which  reflect the view of Company's  management  with respect to future
events.  Such  forward-looking  statements are based on assumptions  made by and
information currently available to the Company's management. Although management
believes that the expectations reflected in such forward-looking  statements are
reasonable,  it can give no assurance that such  expectations will prove to have
been  correct.  Important  factors  that could  cause  actual  results to differ
materially from such expectations  include,  without limitation,  the ability of
the Company i) to generate  levels of revenue and  adequate  cash flows from its
operations to support and maintain its current cost structure and ii) to develop
and deliver products that are  competitive,  accepted by its markets and are not
rendered  obsolete  by  changing  technology.   The  forward-looking  statements
contained  herein  reflect the current  views of the Company's  management  with
respect to future  events  and are  subject to these  factors  and other  risks,
uncertainties and assumptions relating to the operations,  results of operations
and  financial  position of the Company.  The Company  assumes no  obligation to
update the  forward-looking  statements or to update the reasons  actual results
could differ from those contemplated by such forward-looking statements.


                                       13


<PAGE>

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,
2002, are entitled to the payment of approximately $481,155 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, 2002,
are entitled to the payment of  approximately  $232,150 in dividends,  which are
currently in arrears.

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

     On June 12, 2002, 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 Grant  Thornton  LLP was  selected as  independent
accountants for the Company.

     At the meeting, the shareholders did not approve the following item:

         United Systems Technology, Inc. 2002 Stock Option Plan

Item 5.  Other Information

         Not Applicable


                                       14


<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits - 99.1  Principal Executive Officer Certification
                    99.2  Principal Financial and Accounting Officer
                           Certification

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


                                       15


<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, 2002            By: /s/  Thomas E. Gibbs
                                      --------------------
                                     Thomas E. Gibbs, President
                                      and Chairman of the Board
                                     (Principal Executive Officer)



Date:  August 14, 2002            By: /s/  Randall L. McGee
                                      ---------------------
                                     Randall L. McGee, Secretary
                                      and Treasurer (Principal
                                      Financial and Accounting Officer)


                                       16


<PAGE>


                                  Exhibit 99.1


                            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
June 30, 2002 (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:  August 14, 2002            By: /s/  Thomas E. Gibbs
                                      --------------------
                                     Thomas E. Gibbs, President
                                      and Chairman of the Board
                                     (Principal Executive Officer)



<PAGE>

                                  Exhibit 99.2


                            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
June 30, 2002 (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:  August 14, 2002            By: /s/  Randall L. McGee
                                      ---------------------
                                     Randall L. McGee, Secretary
                                      and Treasurer (Principal
                                      Financial and Accounting Officer)






<PAGE>