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, 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 September 30, 2000 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 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>

                                                  September 30,
                                                      2000        December 31,
                                                   (Unaudited)        1999
                                                 ============     ===========
Current Assets
Cash and cash equivalents                       $   561,152      $   922,838
Trade accounts receivable, less allowance for
 doubtful accounts of $31,700 at September 30,
 2000 and $25,000 at December 31, 1999              339,369          216,577
                                                  ---------        ---------
    Total Current Assets                            900,521        1,139,415
                                                  ---------        ---------

Property and equipment, net                         122,683           86,572
Goodwill, net                                       772,861          345,715
Purchased software, net                             179,286           19,878
Deposits and other                                   58,180           18,824
                                                  ---------        ---------
                                                  1,133,010          470,989
                                                  ---------        ---------
    Total Assets                                $ 2,033,531      $ 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 December 31, 1999     35,503          171,208
 Accrued payroll                                     54,500          157,611
 Accrued interest - related party                    40,092           38,673
 Other accrued expenses                             106,817           58,078
 Deferred revenue                                   765,270          512,109
                                                  ---------        ---------
    Total Current Liabilities                     1,025,097          960,594

    Total Liabilities                             1,025,097          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                                5,617,865        5,156,908
Additional paid-in capital                        2,804,894        3,097,457
Accumulated deficit                              (7,454,325)      (7,644,555)
                                                  ---------        ---------
Less stock purchase note receivable                  40,000           40,000
                                                  ---------        ---------
    Total Stockholders' Equity                    1,008,434          649,810
                                                  ---------        ---------
    Total Liabilities and Stockholders' Equity  $ 2,033,531      $ 1,610,404
                                                  =========        =========
</TABLE>

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

<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,
                                        2000      1999       2000       1999
                                        ====      ====       ====       ====

Revenue
 Software packages                  $  26,849  $ 169,962  $ 134,593  $ 441,638
 Installation, training and
  customer support                     55,880     60,966     96,958    228,470
 Maintenance                          441,295    211,905    921,662    663,567
 Equipment and supplies sales          56,570     72,198    174,775    204,829
 Other                                  3,888      3,248      7,950     10,722
                                    ---------  ---------  ---------  ---------
                                      584,482    518,279  1,335,938  1,549,226
Costs and expenses
 Salaries                             298,710    236,028    712,112    699,536
 Other general, administrative and
  selling expense                     114,626    100,238    326,383    322,123
 Depreciation and amortization         55,579     29,632    119,510     87,321
 Commissions                            2,027     18,963      7,277     34,148
 Cost of equipment and supplies sold   29,100     40,227     90,419    113,233
                                    ---------  ---------  ---------  ---------
                                      500,042    425,088  1,255,701  1,256,361
                                    ---------  ---------  ---------  ---------
Income form operations                 84,440     93,191     80,237    292,865
                                    ---------  ---------  ---------  ---------

Nonoperating income (expense)
 Interest expense                        (477)      (502)    (1,419)    (1,567)
 Interest income                        5,269      7,416     24,396     19,082
                                    ---------  ---------  ---------  ---------
                                        4,792      6,914     22,977     17,515
                                    ---------  ---------  ---------  ---------

Net income before extraordinary item   89,232    100,105    103,214    310,380

Extraordinary gain on settlement
 of debt                               88,211       -        88,211      9,870
                                    ---------  ---------  ---------  ---------
Net Income                            177,443    100,105    191,425    320,250

Preferred stock dividend requirements (14,118)   (22,930)   (42,040)   (68,060)
                                    ---------  ---------  ---------  ---------
Income available for common
 stockholders                       $ 163,325  $  77,175  $ 149,385  $ 252,190
                                    =========  =========  =========  =========

Basic and diluted earnings per share

Net income per common share before
 extraordinary item                 $     NIL  $     NIL  $     NIL  $    0.01
Extraordinary gain on settlement
 of debt                                  NIL        NIL        NIL        NIL
                                    ---------  ---------  ---------  ---------
Net income per common share after
 extraordinary item                 $     NIL  $     NIL  $     NIL  $    0.01
                                    =========  =========  =========  =========

Weighted average number of common
 shares outstanding
  Basic                            55,762,335 48,178,043 53,980,682 48,178,043
                                   ========== ========== ========== ==========
  Diluted                          59,508,335 54,615,878 57,726,682 50,323,988
                                   ========== ========== ========== ==========
</TABLE>


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

<PAGE>
                 United Systems Technology, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
           For the Nine Month Period Ended September 30, 2000 and 1999
                                   (Unaudited)
<TABLE>
<S>                                                  <C>              <C>

                                                    2000             1999
                                                 ===========      ===========
Cash flows in operating activities:
 Net Income                                   $     191,425      $   320,250

 Adjustments to reconcile net income
  to net cash provided by (used in)
  operating activities:
  Depreciation and amortization                     119,510           87,321
  Recognition of deferred compensation costs
   on employee stock purchase                        13,500             -
  Extraordinary gain on settlement of debt          (88,211)            -
 Change in operating assets and liabilities:
  Accounts receivable                               111,117          100,538
  Deposits and other                                (38,380)          (6,809)
  Accounts payable                                  (21,505)          (4,965)
  Accrued expenses                                 (131,869)          (3,990)
  Deferred revenue                                 (230,021)        (130,688)
                                                  ---------        ---------
                                                   (265,859)          41,407
                                                  ---------        ---------
Net cash provided from (used in) operating
 activities                                   $     (74,434)     $   361,657
                                                  ---------        ---------

Cash flows from investing activities:
 Property and equipment additions                   (23,647)         (33,222)
 Additions to purchased software                       (460)          (1,944)
 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              (449,307)         (35,166)
                                                  ---------        ---------

Cash flows from financing activities:
 Exercise of common stock options                   162,055             -
 Payments on capital lease obligations                 -              (1,819)
                                                  ---------        ---------

Net cash provided (used in) financing activities    162,055           (1,819)
                                                  ---------        ---------

Increase (decrease) in cash and cash equivalents   (361,686)         324,672
Cash and cash equivalents, beginning of period      922,838          478,008
                                                  ---------        ---------

Cash and cash equivalents, end of period       $    561,152      $   802,680
                                                  =========        =========
</TABLE>

The accompanying notes are an integral part 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 September 30, 2000 and December
31,  1999 and the  results  of  operations  and cash  flows of USTI for the nine
months ended September 30, 2000 and 1999. The consolidated results of operations
for the nine months ended September 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  September  30,  2000 and  December  31,  1999
consisted of the following:
<TABLE>
<S>                                           <C>               <C>

                                           September 30,        December 31,
                                              2000                 1999
                                              ----                 ----

Leasehold improvements                     $   75,570          $   66,416
Furniture and fixtures                         51,987              40,655
Equipment                                   1,019,021             974,789
                                            ---------            --------
                                            1,146,578           1,081,860
Less Accumulated depreciation
 and amortization                          (1,023,895)           (995,288)
                                            ---------            --------
                                           $  122,683          $   86,572
                                            ---------            --------
</TABLE>

NOTE 3.  OTHER ASSETS:

     Other assets at September  30, 2000 and December 31, 1999  consisted of the
following:

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

                                                Accumulated
September 30, 2000                Cost          Amortization          Net
------------------                ----          ------------          ---

Goodwill                      $ 2,184,052       $(1,411,191)     $   772,861
Purchased Software                782,345          (603,059)         179,286

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 September
30, 2000,  are entitled to the payment of  approximately  $420,075 in dividends,
which are currently in arrears. Holders of Series E Preferred Stock are entitled
to annual  dividends of $.07 per share,  payable  quarterly and, as of September
30, 2000,  are entitled to the payment of  approximately  $195,500 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
compan s consolidated financial statements since they were acquired.

     The following  summarizes the unaudited  consolidated  pro forma results of
operations of the Company for the nine months ended September 30, 2000 and 1999,
giving effect to the Auto Admin  acquisition as if it had occurred on January 1,
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
                                        NINE MONTHS ENDED SEPTEMBER 30,

                                       2000                    1999
                                       ----                    ----
         Revenue                       2,013                  2,797
         Net income                       88                    196
         Net income 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 September 30, 2000 include revenues of $584,482 and net
income of  $177,443  as  compared  to  revenues  of  $518,279  and net income of
$100,105  for the same period in 1999.  Results for the nine month  period ended
September 30, 2000 include  revenues of $1,335,938  and net income of 191,425 as
compared to revenues of  $1,549,226  and net income of $320,250 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 enviorment 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 Master 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 SEPTEMBER 30, 2000 AND 1999

     The Company's  total revenue  increased 13% from $518,279  during the third
quarter in 1999 to $584,482 in 2000. Software license fees decreased 84% in 2000
due it a decrease in the licensing of the Company's  products.  Installation and
training  decreased to $55,880 in 2000 from  $60,966 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.
Maintenance  revenue  increased  108% 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  fromthe  new  asystTM  customers.  This  increase  was
partially  offset by a  reduction  in  maintenance  revenue  generated  from the
Company's LegacyTM and QuestTM products.  Equipment and supplies sales decreased
22% as a  result  of  lower  sales  of  hardware  sold in  conjunction  with the
Company's software products.

     Total costs and expenses increased 18% from $425,088 in 1999 to $500,042 in
2000.  Salary expense  increased 27% in 2000 due, in part, to an increase in the
number of  employees  added as a result of the CPS and Auto  Admin  acquisitions
that were  completed  during 2000.  Other  general,  administrative  and selling
expenses  increased 14% in 2000 as a result of increased expenses related to the
CPS and Auto Admin acquisitions. Depreciation and amortization expense increased
88% in 2000 as a result  of  increased  depreciation  and  amortization  expense
related  to the  CPS  and  Auto  Admin  acquisitions.  Commissions  and  cost of
equipment and supplies sold  decreased 89% and 28%  respectively  as a result of
lower sales of the Company's products during 2000.

NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000 AND 1999

     The Company's total revenue  decreased 14% from $1,549,226 during the first
nine months in 1999 to $1,335,938 in 2000.  Software  license fees decreased 70%
in 2000 due to a decrease in the licensing of the Company's  software  products.
Installation  and training  decreased  to $96,958 in 2000 from  $228,470 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.  Maintenance  revenue increased 39% 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  15% as a result of lower sales of  hardware  sold in
conjunction with the Company's software products.

     Total costs and expenses  remained  constant at $1,255,701 during the first
nine months in 2000 as compared to $1,256,361 in 1999.  Salary expense increased
16% in 2000,  due in part, to an increase in the number of employees  added as a
result of the CPS and Auto Admin acquisitions. Other general, administrative and
selling expenses  remained  constant in 2000 at $326,383 as compared to $322,123
during the nine-month in 1999.  Depreciation and amortization  expense increased
37% in 2000 as a result  of  increased  depreciation  and  amortization  expense
related  to the  CPS  and  Auto  Admin  acquisitions.  Commissions  and  cost of
equipment and supplies sold  decreased 79% and 20%  respectively  as a result of
lower sales of the company's products during 2000.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had net cash used in operating activities of $74,434 during the
nine months  ended  September  30,  2000,  as  compared to net cash  provided by
operations  of  $361,657  for the same  period in 1999.  This  decrease  in cash
provided in 2000 was due, in part, to a decrease in the results of operations in
the first nine months of 2000.  Net cash of $24,107 was utilized in 2000 for the
purchase of equipment  necessary for the sales,  development  and support of the
Company's products.

<PAGE>


     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.

     The Company  entered into an equipment  lease with  Ventana  Leasing,  Inc.
("Ventana Leasing"),  a related party, in 1991. Payments totaling  approximately
$113,200  remained  outstanding  since  their due  dates  under the terms of the
lease.  During July 2000,  Ventana  Leasing and the Company reached a settlement
whereby the  Company  paid  $25,000  and issued  75,000  common  stock  purchase
warrants to Ventana Leasing in full and final  settlement of the payments due on
the lease. The warrants were issued at fair market value and are exercisable for
a period of five years. This transaction  resulted in a gain on debt forgiveness
of $88,211 during the quarter ended September 30, 2000.

     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  $420,075  and on Series E preferred
stock in the amount of $195,500.

<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 September
30, 2000,  are entitled to the payment of  approximately  $420,075 in dividends,
which are currently in arrears. Holders of Series E Preferred Stock are entitled
to annual  dividends of $.07 per share,  payable  quarterly and, as of September
30, 2000,  are entitled to the payment of  approximately  $195,500 in dividends,
which are currently in arrears.


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

                  Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

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

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       UNITED SYSTEMS TECHNOLOGY, INC.

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


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


<PAGE>