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
   March 31, 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 March 31,  2000  there  were  54,069,078  shares of the  registrant's
Common Stock, par value $0.10 per share, outstanding.

<PAGE>

                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARY

                              INDEX TO FORM 10-QSB

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

Item 1. Consolidated Financial Statements

           Balance Sheets                                           3

           Statements of Operations                                 4

           Statements of Cash Flows                                 5

           Notes to Consolidated Financial Statements               6

Item 2. Management's Discussion and Analysis or
        Plan of Operation                                           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, 1999.

                                       2
<PAGE>

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


                                                  March 31
                                                   2000         December 31,
                                                (Unaudited)         1999
                                                -----------     -----------
Current Assets
 Cash and cash equivalents                      $   720,465     $   922,838
 Trade accounts receivable, less allowance for
  doubtful accounts of $25,000 at March 31,
  2000 and December 31, 1999                        262,126         216,577
                                                  ---------       ---------
   Total Current Assets                             982,591       1,139,415
                                                  ---------       ---------

Property and equipment, net                         114,462          86,572
Goodwill, net                                       385,331         345,715
Purchased software, net                              65,264          19,878
Deposits and other                                   50,398          18,824
                                                  ---------       ---------
                                                    615,455         470,989
                                                  ---------       ---------

   Total Assets                                 $ 1,598,046     $ 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 March 31,
  2000 and December 31, 1999                        173,199         171,208
 Accrued payroll                                     21,849         157,611
 Accrued interest - related party                    39,144          38,673
 Other accrued expenses                              59,671          58,078
 Deferred revenue                                   544,195         512,109
                                                  ---------       ---------
   Total Current Liabilities                        860,973         960,594

   Total Liabilities                                860,973         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 March 31, 2000
 and  51,569,078 at December 31, 1999             5,406,907       5,156,908
Additional paid-in capital                        2,939,458       3,097,457
Accumulated deficit                              (7,649,292)     (7,644,555)
                                                  ---------       ---------
                                                    777,073         689,810
Less stock purchase note receivable                  40,000          40,000
                                                  ---------       ---------
   Total Stockholders' Equity                       737,073         649,810

   Total Liabilities and Stockholders' Equity   $ 1,598,046     $ 1,610,404
                                                  =========       =========
</TABLE>


    The Accompanying Notes Are An Intrefal Part of the Financial Statements.

                                       3
<PAGE>
                 United Systems Technology, Inc. and Subsidiary
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<S>                                                   <C>            <C>

                                                      Three Months Ended
                                                           March 31,
                                                     2000            1999
                                                     ----            ----
Revenue
 Software packages                              $    60,408     $   125,575
 Installation, training and
  customer support                                   28,411          89,162
 Maintenance                                        193,633         230,328
 Equipment and supplies sales                        70,981          68,133
 Other                                                2,094           4,274
                                                  ---------       ---------
                                                    355,527         517,472
                                                  ---------       ---------
Costs and Expenses
 Salaries                                           195,645         226,936
 Other general, administrative and
  selling expense                                   105,987         117,762
 Depreciation and amortization                       29,272          28,566
 Commissions                                          2,725           4,410
 Cost of equipment and supplies sold                 36,967          38,292
                                                  ---------       ---------
                                                    370,596         415,966
                                                  ---------       ---------
Income (loss) From Operations                       (15,069)        101,506
                                                  ---------       ---------

Nonoperating Income (Expense)
 Interest expense                                      (471)           (551)
 Interest income                                     10,803           5,521
                                                  ---------       ---------
                                                     10,332           4,970
                                                  ---------       ---------

Net Income (Loss) Before Extraordinary Item          (4,737)        106,476

Extraordinary Gain on Settlement of Debt                -             9,870
                                                  ---------       ---------

Net Income (Loss)                                    (4,737)        116,346

Preferred stock dividend requirements               (13,961)        (22,440)
                                                  ---------       ---------

Income (loss) available for common stockholders $   (18,698)    $    84,036
                                                  =========       =========

Net Income (Loss) per Common Share Before
 Extraordinary Item                             $       NIL     $       NIL
Extraordinary Gain on Ssttlement of Debt                NIL             NIL
                                                  ---------       ---------
Net Income (Loss) per Common Share After
 Extraordinary Item                             $       NIL     $       NIL
                                                  =========       =========
Weighted Average Number of Common
 Shares Outstanding                              52,091,057      48,178,043
                                                 ==========      ==========

</TABLE>

    The Accompanying Notes Are An Intrefal Part of the Financial Statements.

                                       4

<PAGE>
                 United Systems Technology, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
            For the Three Month Period Ended March 31, 2000 and 1999
                                   (Unaudited)
<TABLE>
<S>                                                  <C>             <C>

                                                     2000            1999
                                                     ----            ----
Cash flows in operating activities:
 Net Income (Loss)                               $   (4,737)    $   116,346

 Adjustments to reconcile net income (loss)
  to net cash (used in) provided by operating
  activities:
    Depreciation and amortization                    29,272          28,566
    Recognition of deferred compensation costs
     on employee stock purchase                       4,500            -
    Extraordinary gain on settlement of debt            -            (9,870)


  Change in Operating Assets and Liabilities:
    Accounts receivable                              67,931          86,236
    Deposits and other                              (30,598)         (5,350)
    Accounts payable                                  1,991         (26,564)
    Accrued expenses                               (133,697)          9,305
    Deferred revenue                                (49,617)        (56,445)
                                                  ---------       ---------
Net Cash (Used In) Provided by Operating
 Activities                                      $ (114,955)    $   142,224
                                                  ---------       ---------

Cash Flows From Investing Activities:
 Property and equipment additions                    (5,418)         (8,865)
 Purchase of CPS assets                            (200,000)            -
 Sale of CPS assets                                  30,500             -
                                                  ---------       ---------
Net Cash Used in Investing Activities              (174,918)         (8,865)
                                                  ---------       ---------

Cash Flows From Financing Activities:
 Exercise of common stock options                    87,500            -
 Payments of notes payable                             -             (1,000)
 Payments on capital lease obligations                 -               (591)
                                                  ---------       ---------
Net Cash Provided by (Used In) Financing
 Activities                                          87,500          (1,591)
                                                  ---------       ---------

(Decrease) increase in cash and cash equivalents   (202,373)        131,768
Cash and cash equivalents, beginning of year        922,838         478,008
                                                  ---------       ---------

Cash and Cash Equivalents, End of Period         $  720,465     $   609,776
                                                  =========       =========
</TABLE>


  The Accompanying Notes Are An Intrefal Part of the Financial Statements.

                                        5

<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 March 31, 2000 and December 31,
1999 and the results of  operations  and cash flows of USTI for the three months
ended March 31, 2000 and 1999.  The  consolidated  results of operations for the
three months ended March 31, 2000 are not necessarily  indicative of the results
to be expected for the full year.

Note 2.  Property and Equipment:

     Property and equipment at March 31, 2000 and December 31, 1999 consisted of
the following:
<TABLE>
<S>                                                <C>             <C>

                                                   March 31,     December 31,
                                                     2000            1999
                                                     ----            ----
Leasehold improvements                           $   66,571     $    66,416
Furniture and fixtures                               48,655          40,655
Equipment                                         1,003,051         974,789
                                                  ---------       ---------
                                                  1,118,277       1,081,860
Less Accumulated depreciation
 and Amortization                                (1,003,815)       (995,288)
                                                  ---------       ---------

                                                 $  114,462     $    86,572
                                                  ---------       ---------
</TABLE>

NOTE 3.  Other Assets:

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

                                                 Accumulated
MARCH 31, 2000                   COST            Amortization         Net
--------------                   ----            ------------         ---

Goodwill                    $ 1,747,875         $(1,362,544)    $   385,331
Purchased Software              647,105            (581,840)         65,264

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

</TABLE>

                                       6
<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 March 31,
2000, are entitled to the payment of approximately $402,525 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 March 31, 2000,
are entitled to the payment of  approximately  $184,970 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.

                                       7

<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
period  ended March 31,  2000  include  revenues  of $355,527  and a net loss of
$4,737 as compared to  revenues of $517,472  and net income of $116,346  for the
same period in 1999.

     The Company is continuing  the  development  of additional  modules for its
asyst 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 asyst 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 and Budget
Billing modules.  The General  Government  product line includes Master and Land
Directories,  Business and Animal  Licenses and Building  Permits  modules.  The
Public Safety product line includes Mater Name Index, Calls for Service, Offense
Reports,  Citations,  State  Interface,  Computer Aided Dispatch and UCR reports
modules.  The  Company has  released  additional  modules for its asyst  product
lines,  includeing  Code  Enforcement,  Service  Orders,  Alarm Billing and Jail
Management  modules.  To add to its  existing  asyst  offerings  during  the 1st
Quarter of 2000. The Company  believes that its asyst 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 MARCH 31, 2000 AND 1999
------------------------------------------------

     The Company's  total revenue  decreased 31% from $517,472  during the first
quarter in 1999 to $355,527 in 2000.  Softwar license fees decreased 52% in 2000
due to a decrease in the  licensing  of the  Company's  Year 2000 version of its
legacy  products.  License fee revenue for the asyst product line continued at a
pace  slightly  higher in 2000 as compared to 1999.  Installation  and  training
decreased to $28,411 in 2000 from $89,162 in 1999 due, in part, to a decrease in
custom programming and conversion  services related to the implementation of the
Year 2000 verion of the Company's Legacy products. Maintenance revenue cecreased
16% during 2000, due in part, to a decrease in the number of the Company's Quest
and Legacy  customers who continued to utilize these products  after 1999.  This
decrease was  partially  offset by an increase in  maintenance  revenue from new
asyst customers.  Equipment and supplies sales remained relatively constant from
year to year.


                                      8
<PAGE>

     Total costs and expenses decreased 11% from $415,966 in 1999 to $370,596 in
2000.  Salary  expense  decreased  14% in 2000,  due in part,  to a decrease  in
employee   incentives  related  to  decreased   profitability.   Other  general,
administrative and selling expenses decreased 10% in 2000 as compared to 1999 as
a result of a continued  effort to reduce  operating  expenses by operating more
efficiently.  Depreciation  and  amortization  expense and cost of equipment and
supplies sold remained constant in 2000 and 1999.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     The Company had net cash used in operating  activities  of $114,955  during
the three  months  ended March 31,  2000,  as  compared to net cash  provided by
operations  of  $142,224  for the same  period in 1999.  This  decrease  in cash
provided  in 2000 was  primarily  the result of the  decrease  in the results of
operations in the first quarter of 2000. Net cash of $5,418 was utilized in 2000
for the purchase of equipment  necessary for the sales,  development and support
of the Company's products. In addition, 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.

     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 March 31, 2000,  dividends were in arrears on the
Series B  preferred  stock in the amount of  $402,525  and on Series E preferred
stock in the amount of $184,970.

                                       9
<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.

                                       10
<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 March 31,
2000, are entitled to the payment of approximately $402,525 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 March 31, 2000,
are entitled to the payment of  approximately  $184,970 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) The Company filed an 8-K dated March 24, 2000 related to the
             acquisition of the CPS assets.

                                       11
<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:  MAY 12, 2000                     BY: /S/  THOMAS E. GIBBS
                                            --------------------
                                            Thomas E. Gibbs, President
                                             and Chairman of the Board
                                            (Principal Executive Officer)


DATE:  MAY 12, 2000                     BY: /S/  RANDALL L. MCGEE
                                            ---------------------
                                            Randall L. McGee, Secretary
                                             and Treasurer
                                            (Principal Financial and
                                              Accounting Officer)

<PAGE>