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, 1999                                      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, 1999 there were 48,178,043  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                                     8




PART II - OTHER INFORMATION                                        11
---------------------------



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


     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, 1998.

<PAGE>


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

                                               September 30,
                                                   1999           December 31,
                                                (Unaudited)          1998
                                               ------------      ------------
Current Assets
 Cash and cash equivalents                     $    802,680      $    478,008
 Trade accounts receivable, less allowance
  for doubtful accounts of $25,000 at
  September 30, 1999 and December 31, 1998          229,170           329,708
                                                 ----------        ----------
 Total current assets                             1,031,850           807,716
                                                 ----------        ----------

 Property and equipment, net                         75,398            65,329
 Goodwill, net                                      362,700           413,653
 Purchased software, net                             22,031            33,301
 Deposits and other                                  11,948             5,139
                                                 ----------        ----------
                                                    472,077           517,422
                                                 ----------        ----------
    Total assets                               $  1,503,927      $  1,325,138
                                                 ==========        ==========

Liabilities and Stockholders' Equity
Current Liabilities
 Current portion of capital lease obligations  $        629      $      2,448
 Trade accounts payable, including $113,200
  payable to a related party at September 30,
  1999 and December 31, 1998                        177,401           182,366
 Accrued payroll                                    126,475           110,806
 Accrued interest - related party                    38,197            43,457
 Other accrued expenses                              59,509            83,241
 Deferred revenue                                   570,492           701,180
                                                 ----------        ----------
    Total current liabilities                       972,703         1,123,498

 Notes payable - related party                       22,915            27,083
                                                 ----------        ----------
    Total liabilities                               995,618         1,150,581
                                                 ----------        ----------

 Commitments and contingencies                         -                 -

Stockholders' Equity
Preferred stock, convertible, cumulative,
 par value $.10 per share; authorized 5,000,000
 shares; issued and outstanding, 500,000 shares
 of Series B, 500,000 shares of Series D, and
 300,000 shares of Series E, aggregating
 liquidating preference of $1,300,000
 ($1.00 per share)                                  130,000           130,000
Common stock, par value $.10 per share;
 authorized 100,000,000 shares; issued and
 outstanding 48,178,043 at September 30, 1999
 and December 31, 1998                            4,817,804         4,817,804
Additional paid-in capital                        3,347,061         3,333,561
Accumulated deficit                              (7,746,556)       (8,066,808)
                                                 ----------        ----------
                                                    548,309           214,557
Less stock purchase note receivable                  40,000            40,000
                                                 ----------        ----------
Total stockholders' equity                          508,309           174,557
                                                 ----------        ----------
Total liabilities and stockholders' equity     $  1,503,927      $  1,325,138
                                                 ==========        ==========
</TABLE>

     The accompanying notes are an integral part 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     Nine Months Ended
                                        September 30,         September 30,
                                       1999       1998       1999       1998
                                       ----       ----       ----       ----
Revenue
 Software packages                  $ 169,962  $ 97,943   $ 441,638  $  222,510
 Installation, training and
  customer support                     60,966    16,943     228,470      61,978
 Maintenance                          211,905   246,377     663,567     752,215
 Equipment and supplies sales          72,198    62,242     204,829     168,958
 Other                                  3,248     2,326      10,722       6,001
                                     --------  --------   ---------   ---------
                                      518,279   425,831   1,549,226   1,211,662
                                     --------  --------   ---------   ---------
Costs and expenses
 Salaries                             236,028   194,427     699,536     594,348
 Other general, administrative and
  selling expense                     100,238   107,338     322,123     355,922
 Depreciation and amortization         29,632    31,075      87,321      99,411
 Commissions                           18,963    11,289      34,148      21,300
 Cost of equipment and supplies sold   40,227    31,975     113,233      89,912
                                     --------  --------   ---------   ---------
                                      425,088   376,104   1,256,361   1,160,893
                                     --------  --------   ---------   ---------
Income from operations                 93,191    49,727     292,865      50,769
                                     --------  --------   ---------   ---------

Nonoperating income (expense)
 Interest expense                        (502)   (1,126)     (1,567)     (3,429)
 Interest income                        7,416     2,559      19,082       6,485
                                     --------  --------   ---------   ---------
                                        6,914     1,433      17,515       3,056
                                     --------  --------   ---------   ---------
Net income before extraordinary item  100,105    51,160     310,380      53,825
                                     --------  --------   ---------   ---------
Extraordinary gain on settlement
 of debt                                 -         -          9,870        -
                                     --------  --------   ---------   ---------
Net income                            100,105    51,160     320,250      53,825

Preferred stock dividend requirements (22,930)  (22,930)    (68,060)    (68,060)
                                     --------  --------   ---------   ---------
Income (loss) available for common
 stockholders                       $  77,175  $ 28,230   $ 242,320  $  (14,235)
                                     ========  ========   =========   =========

Basic and Diluted Earnings Per Share
Net income (loss) per common share
 before extraordinary item          $     NIL  $    NIL   $    0.01  $      NIL
Extraordinary gain on settlement
 of debt                                  NIL       NIL         NIL         NIL
                                     --------  --------   ---------   ---------
Net income (loss) per common share
 after extraordinary item           $     NIL  $    NIL   $    0.01  $      NIL
                                     ========  ========   =========   =========

Weighted average number of common
 shares outstanding
     Basic                         48,178,043 43,938,913  48,178,043 43,178,043
                                   ---------- ----------  ---------- ----------
     Diluted                       54,615,878 43,938,913  50,323,988 43,178,043
                                   ---------- ----------  ---------- ----------
</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, 1999 and 1998
                                   (Unaudited)
<TABLE>
<S>                                                  <C>              <C>

                                                     1999             1998
                                                     ----             ----
Cash flows in operating activities:
  Net income (loss)                              $  320,250       $   53,825

Adjustments to reconcile net income to net
 cash provided by (used in) operating activities:
  Depreciation and amortization                      87,321           99,411
  Change in operating assets and liabilities:
   Accounts receivable                              100,538           15,440
   Prepaid expenses                                    -              (5,887)
   Deposits and other                                (6,809)            (150)
   Accounts payable                                  (4,965)          (5,741)
   Accrued expenses                                  (3,990)          29,576
   Deferred revenue                                (130,688)        (123,546)
                                                 ----------       ----------
                                                     41,407            9,103
                                                 ----------       ----------
Net cash provided from operating activities      $  361,657       $   62,928
                                                 ----------       ----------
Cash flows from investing activities:
  Property and equipment additions                  (33,222)         (14,436)
  Additions to purchased software                    (1,944)            (690)
                                                 ----------       ----------
Net cash used in investing activities               (35,166)         (15,126)
                                                 ----------       ----------
Cash flows from financing activities:
  Sale of common stock                                 -              50,000
  Payments on capital lease obligations             (1,819)           (3,706)
                                                 ----------       ----------
Net cash provided (used)in financing activities     (1,819)           46,294
                                                 ----------       ----------
Increase in cash and cash equivalents              324,672            94,096
Cash and cash equivalents, beginning of period     478,008           204,807
                                                 ----------       ----------
Cash and cash equivalents, end of period         $ 802,680        $  298,903
                                                 ==========       ==========
</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, 1999 and December
31, 1998 and the results of operations  and cash flows of USTI for the three and
nine months  ended  September  30, 1999 and 1998.  The  consolidated  results of
operations  for the nine months  ended  September  30, 1999 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,  1999 and  December  31,  1998
consisted of the following:
<TABLE>
<S>                                    <C>                       <C>

                                       September 30,           December 31,
                                           1999                   1998
                                           ----                   ----

Leasehold improvements                 $    64,772             $   64,772
Furniture and fixtures                      40,655                 40,655
Equipment                                  957,063                923,841
                                         ---------              ---------
                                         1,062,490              1,029,268
Less accumulated depreciation
 and amortization                         (987,092)              (963,939)
                                         ---------              ---------
                                       $    75,398             $   65,329
                                         ---------              ---------
</TABLE>

Note 3.  Other Assets:

     Other assets at September  30, 1999 and December 31, 1998  consisted of the
following:
<TABLE>
<S>                        <C>              <C>                    <C>

                                            Accumulated
September 30, 1999          Cost            Amortization            Net
------------------          ----            ------------            ---

Goodwill                $ 1,692,128       $ (1,329,428)        $  362,700
Purchased Software          594,644           (572,613)            22,031

December 31, 1998
-----------------
Goodwill                $ 1,692,128       $ (1,278,475)        $  413,653
Purchased Software          592,700           (559,399)            33,301
</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, D 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, 1999,  are entitled to the payment of  approximately  $384,975 in
dividends,  which are currently in arrears.  Holders of Series D Preferred Stock
are entitled to annual dividends of $.07 per share, payable quarterly and, as of
September  30, 1999,  are entitled to the payment of  approximately  $336,860 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, 1999,  are entitled to the payment of  approximately  $174,445 in
dividends, which are currently in arrears.

     On  October 5, 1999,  the  preferred  stock  holder  elected  its option to
convert its 500,000 shares of the Company's Series D preferred stock into shares
of the Company's  common stock.  There were dividends in arrears on the Series D
preferred stock in the amount of $336,860,  which was also converted into common
stock. A total of 2,391,035  shares of the Company's common stock were issued as
a result of this conversion.

<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, 1999 include revenues of $518,279 and net
income of $100,105 as compared to revenues of $425,831 and net income of $51,160
for the same period in 1998.  Results for the nine month period ended  September
30, 1999 include  revenues of $1,549,226  and net income of $320,250 as compared
to revenues of $1,211,662 and net income of $53,825 in 1998.

     The  Company is  continuing  the  development  of its asystTM  products,  a
Windows  product line that operates in a single user or network  environment and
is seamlessly  interfaced with the other Microsoft Office products.  The asystTM
product line currently  includes a Fund  Accounting  system,  a Utility  Billing
system and a Public Safety system and has been  installed at over 300 locations.
The Fund  Accounting  system  includes  General  Ledger,  Budget XLence,  Report
XLence, Accounts Payable,  Accounts Receivable,  Purchase Orders, Cash Receipts,
and Payroll modules. The Utility Billing system includes Utility Billing,  Meter
Reader  Interface,  Bank Drafts and Budget Billing  modules.  The initial Public
Safety system includes Master Name Index, Calls for Service, Offense Reports and
UCR Reporting modules.  The Company is currently  developing its asystTM General
Government   products,   which  include  Business  and  Animal  Licenses,   Code
Enforcement  and Building  Permits  modules,  and  anticipates  that the initial
modules will be released in the 4th quarter of 1999.  The Company  believes that
its asystTM  product  line will  continue  to offer its current and  prospective
customers  with an  attractive  software  solution,  both from a  financial  and
functionality standpoint and follows the trend of clients moving to PC networks.
This trend  resulted in a continued  decrease in the  licensing of the Company's
DOS (QuestTM ) and mid-range  (LegacyTM ) products to new accounts in 1999.  The
Company offers a Year 2000 version of certain  QuestTM and LegacyTM  modules and
has  received  commitments  to license  this  version of these  products  and is
continuing to ship its Year 2000 version of the LegacyTM modules during 1999.

Three Month Period Ended September 30, 1999 and 1998
----------------------------------------------------
     The Company's  total revenue  increased 22% from $425,831  during the third
quarter in 1998 to $518,279 in 1999.  Software  license  fees  increased  74% in
1999,  due, in part, to an increase in the licensing of the Company's  Year 2000
version of its LegacyTM  products as well as an increase in the licensing of the
Company's  asystTM  products.  The Company  continues  to market its products to
prospective  customers,  which it  believes  are best  suited for its  products.
Installation  and  training  increased  to $60,966 in 1999 from $16,943 in 1998,
due, in part, to an increase in the demand for custom programming related to the
implementation  of the Year 2000  version of the  Company's  LegacyTM  products.
Maintenance  revenue  decreased 14% during 1999,  due, in part, to a decrease in
the number of the  Company's  QuestTM and  LegacyTM  customers  that  elected to
select maintenance coverage.  Equipment and supplies sales increased 16% in 1999
as a result of an increase in the volume of computer equipment and forms sold in
conjunction with its products

<PAGE>

     Total costs and expenses increased 13% from $376,104 in 1998 to $425,088 in
1999.  Salary  expense  increased  21% in 1999,  due, in part, to an increase in
incentives  resulting  from  improved  results  of  operations.  Other  general,
administrative  and  selling  expense  decreased  7% in 1999 as a result  of the
Company's   continued   efforts  to  manage  its  expenses.   Depreciation   and
amortization  expense  decreased  5% in 1999 as a  result  of a  portion  of the
Company's  assets  becoming  fully  depreciated  in  1999.   Commission  expense
increased  68% in 1999 due to an increase in the volume of  licensing  Company's
software.  Cost of equipment and supplies sold increased 26% in 1999 as a result
of increased sales of computer equipment and supplies during the period.

Nine Month Period Ended June 30, 1999 and 1998
----------------------------------------------
     The Company's total revenue  increased 28% from $1,211,662 during the first
nine months of 1998 to $1,549,226 in 1999.  Software  license fees increased 98%
in 1999,  due, in part, to an increase in the  licensing of the  Company's  Year
2000 version of its LegacyTM products as well as an increase in the licensing of
the Company's asystTM products.  Installation and training increased to $228,470
during the first nine months of 1999 from $61,978 in 1998,  due, in part,  to an
increase in the demand for custom  programming  related to the implementation of
the Year 2000 version of the Company's  LegacyTM products.  Maintenance  revenue
decreased  12% during  1999,  due,  in part,  to a decrease in the number of the
Company's  QuestTM and LegacyTM  customers  that  elected to select  maintenance
coverage.  Equipment and supplies sales  increased 21% in 1999 as a result of an
increase in the volume of computer  equipment and forms sold in conjunction with
its products.

     Total costs and expenses increased 8% from $1,160,893 in 1998 to $1,256,361
in 1999.  Salary expense  increased 18% in 1999, due, in part, to an increase in
incentives  resulting  from  improved  results  of  operations.  Other  general,
administrative  and selling  expense  costs  decreased 8% in 1999 as a result of
continued  efforts to control or reduce expenses.  Depreciation and amortization
expense  decreased 12% as a result of a portion of the Company's assets becoming
fully depreciated  during the period.  Commission  expense increased 60% in 1999
due to an increase in the volume of licensing of the Company's products in 1999.
Cost of equipment and supplies sold increased 26% as a result of increased sales
of computer equipment and supplies during the period.


Liquidity and Capital Resources
-------------------------------
     The Company had net cash  provided  from  operating  activities of $352,324
during the nine  months  ended  September  30,  1999,  as  compared  to net cash
provided  by  operations  of $62,928  for the same  period in 1998.  Net cash of
$35,166  was  utilized  during 1999 for  investing  in capital  expenditures  as
compared to $15,126 in 1998.

     Management  believes that its ability to generate  positive cash flows from
operations  added to the  Company's  current cash balance  (Over  $800,000 as of
September 20, 1999) 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.

<PAGE>

     The Company had a $50,000 note payable to Ventana Growth Fund  ("Ventana"),
a related party.  Ventana  distributed  this note to the limited partners in its
fund in 1997.  During 1998,  the Company  offered the note holders the option of
extending  each note for an  additional  two year period or  receiving a partial
payment of the  balance due in full in final  settlement  of the  principal  and
interest due to each note holder. As of December 31, 1998, there was $27,083 due
to the  remaining  note  holders and $43,457 of  interest  outstanding  on these
notes.  In 1999  certain  additional  note  holders  opted to  receive a partial
payment  totaling  $1,000 in lieu of the  balance  due of $4,168 on the note and
$6,702 of accrued interest  resulting in a $9,870 gain on settlement of debt. As
of September  30, 1999 there was $22,915 due to the  remaining  note holders and
$38,195 of interest outstanding on these notes.

     As of  September  30,  1999,  the  Company is in arrears in the  payment of
dividends to holders of its preferred stock. As of June 30, 1999, dividends were
in arrears on Series B preferred  stock in the amount of  $384,975,  on Series D
preferred stock in the amount of $336,860 and on Series E preferred stock in the
amount of $174,445.

     On  October 5, 1999,  the  preferred  stock  holder  elected  its option to
convert its 500,000 shares of the Company's Series D preferred stock into shares
of the Company's  common stock.  There were dividends in arrears on the Series D
preferred stock in the amount of $336,860,  which was also converted into common
stock. A total of 2,391,035  shares of the Company's common stock were issued as
a result of this conversion.

Year 2000
---------
     Until just a few years ago, most  computer  programs were written to define
an applicable  year by using two digits for the year instead of four. The effect
on a computer program that was written in such a way is to define a year that is
entered  with the two digits "00" as 1900  rather than 2000.  When the Year 2000
arrives,  any computer programs that are written in this manner will either have
to be modified to accept a date in the 21st century or the programs will have to
be  replaced.  This issue not only  affects  the  Company's  internal  automated
information  systems but also has an effect on the software products the Company
develops,  supports and markets to its customers.  The Company has evaluated the
computer  programs that it utilizes  internally for its information  systems and
has  determined  that  substantially  all of its systems are currently Year 2000
compliant.  The  Company's  asystTM  product  line is Year 2000  compliant.  The
Company's  customers that are utilizing its LegacyTM,  and QuestTM product lines
are being offered a Year 2000 compliant version of certain packages within these
product lines or are being encouraged to migrate to the Company's  products that
are Year 2000 compliant.  Based on currently available information,  the Company
does not  anticipate  that the costs to address  the issues  related to the Year
2000 will have a material adverse impact on the Company's  financial  condition,
results of operations or liquidity.  The Company  currently  estimates  that the
total cost to achieve Year 2000 compliance to be approximately $25,000.

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 involved in the following legal proceedings:

     On December 10, 1993,  Plaintiff  County of Essex filed suit against  USTI,
USTEI, New Jersey Municipal Data Management ("MDM") and MDM's surety in Superior
Court of New Jersey.  The Company filed third party  complaints  against counsel
representing   the  parties  to  the   transaction   for   negligence  in  their
representation  on this matter.  On April 26, 1999, a settlement  was reached in
this matter,  with all parties,  whereby this case was dismissed  with prejudice
upon the execution of the  documentation  necessary for the  settlement  and was
reached without material adverse effect to the Company.

     The Company is also 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, D 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, 1999,  are entitled to the payment of  approximately  $384,975 in
dividends  which are currently in arrears.  Holders of Series D Preferred  Stock
are entitled to annual dividends of $.07 per share, payable quarterly and, as of
September  30, 1999,  are entitled to the payment of  approximately  $336,860 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, 1999,  are entitled to the payment of  approximately  $174,445 in
dividends which are currently in arrears.


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

         Not Applicable


Item 5.  Other Information

     On October 5, 1999, D&D Holdings  elected its option to convert its 500,000
shares of the  Company's  Series D preferred  stock into shares of the Company's
common stock. There were dividends in arrears on the Series D preferred stock in
the amount of $336,860,  which were also converted into common stock. A total of
2,391,035  shares of the Company's  common stock were issued as a result of this
conversion.

<PAGE>


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 12, 1999            By: /s/  Thomas E. Gibbs
                                        --------------------
                                        Thomas E. Gibbs, President
                                         and Chairman of the Board
                                        (Principal Executive Officer)

Date:  November 12, 1999            By: /s/  Randall L. McGee
                                        ----------------------
                                        Randall L. McGee, Secretary
                                         and Treasurer
                                       (Principal Financial and
                                         Accounting Officer)


<PAGE>