SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                              ____________________

  For the Fiscal Year Ended:                     Commission File Number
     December 31, 2004                                    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)
                              _____________________

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share

     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 _____.

     Registrant's  revenues  for its fiscal  year ended  December  31, 2004 were
$3,646,142.

     As of February 28, 2005 the aggregate  market value of voting stock held by
non-affiliates of the Registrant was $2,776,210.

     As of February 28, 2005,  there were 56,178,663  shares of the Registrant's
Common Stock outstanding.

     DOCUMENTS   INCORPORATED  BY  REFERENCE:   Portions  of  the   Registrant's
definitive  proxy statement  relating to its 2003 annual meeting of shareholders
is incorporated by reference into Part III of this Form 10-KSB.

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the  Registrant's  knowledge,  in the proxy  statement  incorporated  by
reference into Part III of the Form 10-KSB or any amendment hereto. X

<PAGE>




                                     PART I

ITEM 1.  BUSINESS

General Development of Business

     United Systems Technology,  Inc. ("USTI"),  was incorporated under the laws
of the State of Iowa on June 5, 1978, and its  wholly-owned  subsidiary,  United
Systems Technology East, Inc. ("USTEI"), was incorporated under the U.S. laws of
the  State  of  Delaware  on June  10,  1991,  and  its  wholly  owned  Canadian
subsidiary,  USTI Canada,  Inc., was registered under the laws of Canada on June
23, 2000 (USTI,  USTEI and USTI Canada  collectively,  are referred to herein as
the "Company"). The Company is engaged in the business of developing, supporting
and  marketing  computer  software  products  to  county  and  local  government
entities.  The software  applications  of the Company  operate on IBM  mid-range
computers,  and on various  network  computer  systems  both in DOS and  Windows
environments.  The products are offered to customers in four product application
groups.  These  product  application  groups,  consisting  of over  30  separate
software titles, are Financial,  Public Works, General Administration and Public
Safety.

     In June of 2002, the Company  acquired  substantially  all of the assets of
Shamrock  Systems,   whose  business  is  to  provide  application  software  to
Distributors,  Power Equipment Dealers and Powersports Dealers. USTI has adapted
certain  asyst  products  and  continues  to develope  others to offer to these
markets through it's Shamrock Systems division.

Narrative Description of Business

Products

     The software applications offered by the Company consist of a comprehensive
line of management  information  systems,  which were developed to  specifically
meet the unique requirements of local governmental entities and the power sports
industry.  The  software  applications  of the Company  are offered  through its
LegacyTM,  QuestTM , asyst,  CPSTM, Auto AdminTM , MASTM and ShamrockTM product
lines. The LegacyTM  product line operates on the IBM AS/400 mid-range  computer
system.  The QuestTM  product line operates in a single user or small network PC
DOS  environment.  The asyst  product line operates in a single user or network
Windows  environment.  The CPSTM,  MASTM and ShamrockTM product lines operate in
UNIX environments.  The Auto AdminTM product line operates in a PC DOS or single
user or network Windows environment. An initial software sale typically averages
between $1,500 and $40,000. The cost of the related hardware varies depending on
the  type of  machine  purchased  as  well as the  amount  of  memory  capacity,
peripheral equipment and optional features obtained on the machine.

     The Company  markets its software  packages in the  following  four product
application groups.

    Financial Systems

     This group  includes  software  modules in the areas of general  ledger and
budgetary accounting,  budget preparation,  accounts payable,  payroll, accounts
receivable,  centralized  cash  receipts,  purchase  orders,  fixed  assets  and
comprehensive  financial report writer.  In addition,  the power sports software
includes the software modules in the areas of point of sale,  inventory,  repair
orders, finance and insurance and fiche interface.

    Public Works

     This group includes  software  modules in the areas of utility  billing and
collections, hand held meter reading and bank drafting.

                                        2
<PAGE>

    General Administration

     This group  includes  software  modules in the areas of  building  permits,
animal licenses, business licenses, code enforcement and property tax billing.

    Public Safety

     This  group  includes  software  modules  in the  areas of  computer  aided
dispatch,  law  enforcement  records  management,   jail  management  and  court
administration.

     The Company has completed the development of several new software products,
which potentially  enhance the  competitiveness  of its  comprehensive  software
offering.  These  products  are  marketed  under the  asyst  brand  name,  were
developed as Windows  applications to "look and work like Microsoft Office", and
include a Fund  Accounting  product  line,  a Utility  Billing  product  line, a
General  Government  product line and a Public  Safety  product  line.  The Fund
Accounting product line includes General Ledger,  Budget XLence,  Report XLence,
Accounts Payable, Accounts Receivable,  Purchase Orders, Cash Receipts,  Payroll
and Fixed Assets  modules.  The Utility  Billing  product line includes  Utility
Billing, Service Orders, Meter Reader Interface,  Bank Drafts and Budget Billing
modules.   The  General   Government  product  line  includes  Master  and  Land
Directories,  Business and Animal Licenses,  Code Enforcement,  Building Permits
and Property Tax modules.  The Public Safety  product line includes  Master Name
Index, Calls for Service, Offense Reports, Citations, State Interface,  Computer
Aided Dispatch, Jail Management,  Alarm Billing, Municipal Court and UCR Reports
modules. The Company is currently  developing  additional modules for its asyst
product line to add to its  existing  asyst  offerings  including an asyst for
Powersports product line.

     The Company  derives  its revenue  principally  from (i)  licensing  of its
software  packages,  (ii)  installation,  training and customer  support,  (iii)
maintenance agreements, and (iv) equipment and supplies sales.

 Software Packages

     The Company licenses its software  packages under a perpetual  nonexclusive
and nontransferable license agreement.

 Installation, Training and Customer Support

     The Company provides services related to the training and implementation of
the software  packages to its  customers.  These  services are  delivered at the
customer site, conducted in a classroom setting at the company's headquarters or
as "remote"  training through  interactive  computer-to-computer  hookup. In the
event that the customer requests  additional  functions from the product,  which
are  not  standard  in  the  software  packages,  the  Company  provides  custom
programming services for these modifications.

 Maintenance Agreements

     The Company offers maintenance agreements in conjunction with the licensing
of its software packages.  These agreements provide telephone support,  software
product  enhancements,  error  corrections,   upgrades  and  remote  diagnostics
support.

 Equipment and Supplies Sales

     The Company sells PC's and hand-held  computers as well as certain computer
forms that are used in conjunction with the Company's products.

     For the year ended December 31, 2004, the Company  generated  approximately
16% of its revenue from the sale of software,  12% from  installation,  training
and customer support, 61% from software maintenance,  and 11% from equipment and
supplies sales.

                                        3
<PAGE>

Marketing

     The Company markets its products on a nationwide basis in the United States
and Canada.  Marketing is conducted through its full-time sales staff in Dallas,
Texas as well as through the Company's full-time sales  representatives  located
in Lexington,  Kentucky, New Orleans, Louisiana,  Memphis, Tennessee and London,
Ontario.

     The  Company's   customers  are  primarily   municipal   governments   with
populations between 1,000 and 100,000,  county governments,  police departments,
municipal court systems and power sports dealerships.  The Company currently has
over 2,100  customer  installations  in North  America.  USTI  proposes  to sell
computer equipment when selling its software,  but the customer may obtain their
computer equipment from a hardware  manufacturer or dealer and then purchase one
or more software modules from the Company.

     The typical  purchaser's  representative is a City Manager,  Administrative
Manager, Controller, Director of Finance or Dealership owner. Customer leads are
established  from customer  referrals,  direct mail  campaigns and attendance at
national and  regional  trade shows.  In  addition,  the names and  addresses of
target city  governments  are readily  available  from  directory  sources.  The
Company  also  holds  annual  users'  meetings  in Dallas,  Texas and  Waterloo,
Ontario.  The two-day  meetings  are  typically  attended by  approximately  100
current and prospective users. In the past, new business has been generated from
current customers who have upgraded systems by purchasing new modules.

     Approximately  25% of the  Company's  customers  are  located  in Texas and
Minnesota,  and the  remaining  customers  are  located  in  various  states and
provinces in the United States and Canada.

Competition

     The Company is aware of sizable,  nationally prominent  competitors,  which
market  products  that  are  similar  to those of the  Company.  Numerous  other
competitors  are  small,   local  vendors  who  often  do  not  market  standard
application  packages.  Management believes that the comprehensive nature of its
product  offering,  including the  uniqueness of the asyst  product line, has a
positive impact on its competitive status.

Employees

     The Company presently has 34 full-time  employees,  including its executive
officers.  In addition,  from time to time, the Company  engages the services of
consultants and part-time employees.

Patents, Copyrights, Trademarks and Royalties

     The Company does not believe its products are patentable, and, to date, has
not  registered  any  copyright  with respect to its  products.  The Company has
federally registered trademarks for its asyst and jUSTInter.net  products. The
Company  believes  all of its  products  are of a  proprietary  nature  and  the
Company's  licensing  arrangements  prohibit  disclosure  of the  program by the
customer.  However,  there can be no assurance  that the  Company's  software is
incapable of being  duplicated or the Company will be successful in  discovering
or preventing any such duplication.

                                        4
<PAGE>

ITEM 2.   PROPERTIES

     The Company leases its 5,033 square foot facility at 1850 Crown Road, Suite
1109,  Dallas,  Texas,  75234.  The lease for this  facility was entered into on
August 1, 2000 for a  sixty-month  lease term  commencing  on August 1, 2000 and
expiring on September  30, 2005.  USTI Canada,  Inc.  leases a 1,220 square foot
facility at 650 Colborne  Street,  Suite 7,  London,  ON, N6A 5A1 from a related
party, 650 Colborne  Partners.  This partnership  includes members of management
and the Board of the  Company.  The lease for this  facility was entered into on
January 1, 2005 for a sixty month lease term  commencing  on January 1, 2005 and
expiring on December 31, 2009.

ITEM 3.   LEGAL PROCEEDINGS

     The Company  from time to time is a  defendant  in various  legal  actions,
which  arise  out of the  normal  course  of its  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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters  were  submitted  to a vote of the  Company's  security  holders
during the fourth quarter of 2004.

                                        5
<PAGE>


                                     PART II

ITEM 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     The  Company's  common  stock is traded  over-the-counter  on the  National
Association of Securities Dealers, Inc.  Over-The-Counter Bulletin Board System.
The quotations shown below represent prices among the dealers and do not include
retail mark-ups,  mark-downs,  or commissions,  and do not necessarily represent
actual transactions.
<TABLE>
<S>                                     <C>               <C>

                                       High               Low
    Quarter Ended                   Bid Price          Bid Price

    March 31, 2003                    $0.08              $0.05
    June 30, 2003                     $0.10              $0.05
    September 30, 2003                $0.09              $0.06
    December 31, 2003                 $0.08              $0.06
    March 31, 2004                    $0.11              $0.06
    June 30, 2004                     $0.09              $0.06
    September 30, 2004                $0.09              $0.06
    +December 31, 2004                $0.08              $0.05
</TABLE>

     As of February 28, 2005, the Company had 422 shareholders of record and its
common stock had a closing bid price of $.06 per share and a closing asked price
of $.06 per share.

     Holders  of the  Company's  common  stock  are  entitled  to  receive  such
dividends as may be declared by the Company's  Board of Directors.  However,  no
dividends  on common  stock  have ever  been paid by the  Company,  nor does the
Company  anticipate  that dividends will be paid in the foreseeable  future.  In
addition,  payment of  dividends  to holders of the  Company's  common stock are
restricted pursuant to the terms of outstanding shares of preferred stock.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     The  Company  derives  its  revenue  from  the  licensing  of its  software
packages,  installation,   training  and  customer  modifications,   maintenance
agreements  and sale of equipment and supplies.  Results of operations  for 2004
include  revenues of $3,646,142  resulting in net income of $316,471 as compared
to revenues of $3,491,499 and net income of $369,329 in 2003.

     The Company has completed the development of several new software products,
which enhances the competitiveness of its comprehensive software offering. These
products are marketed  under the asyst  brand name,  were  developed as Windows
applications  to "look  and work  like  Microsoft  Office",  and  include a Fund
Accounting  product line, a Utility Billing  product line, a General  Government
product line and a Public Safety product line. The Fund Accounting  product line
includes  General  Ledger,  Budget  XLence,  Report  XLence,  Accounts  Payable,
Accounts  Receivable,  Purchase Orders, Cash Receipts,  Payroll and Fixed Assets
modules.  The Utility Billing  product line includes  Utility  Billing,  Service
Orders,  Meter Reader  Interface,  Bank Drafts and Budget Billing  modules.  The
General Government  product line includes Master and Land Directories,  Business
and Animal  Licenses,  Code  Enforcement,  Building  Permits  and  Property  Tax
modules.  The Public Safety product line includes  Master Name Index,  Calls for
Service, Offense Reports,  Citations, State Interface,  Computer Aided Dispatch,
Jail Management, Alarm Billing and UCR Reports modules. The Company is currently
developing additional modules for its asyst product line to add to its existing
asyst
                                        6
<PAGE>



    offerings  including a municipal  court package and additions to its asyst
Dealer  Management  product  line.  The asyst  Dealer  Management  product line
includes  the  core  asyst  accounting  modules  and will  have the  additional
functionality of point of sale, inventory,  repair orders, finance and insurance
and fiche interface.

     The Company  believes 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.

     The  following  table sets forth,  for the period  indicated,  the relative
percentage which certain items in the  Consolidated  Statements of Income of the
Company bear as a percent of total revenues for that period.

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

                                         Percentage of Revenues
                                         Year Ended December 31,
                                         ----------------------
                                           2004           2003
Revenue                                    ----           ----
 Software Packages                          16%            16%
 Installation, training and
  customer support                          12%            12%
 Maintenance                                61%            63%
 Equipment and other                        11%             9%
                                           ----           ----
                                           100%           100%

Costs and expenses
 Salaries                                   53%            55%
 Other general administrative
  and selling expense                       22%            21%
 Depreciation and amortization               8%             7%
 Commissions                                 2%             2%
 Cost of equipment sold                      7%             5%
                                           ----           ----
 Total costs and expenses                   92%            90%

 Operating income                            8%            10%

 Non-operating income, net                   1%             2%

 Net income                                  9%            12%

</TABLE>


                                        7
<PAGE>



2004 vs 2003

     The Company's  total revenue  increased 4% for the year ended  December 31,
2004 from  $3,491,499  in 2003 to  $3,646,142  in 2004.  Software  license  fees
increased  8% from  $548,031 in 2003 to  $591,647  in 2004 due,  in part,  to an
increase in the licensing of the Company's  asyst  products  during 2004 and an
increase in the sales of  additional  packages to the existing  customer base in
2004.  Installation,  training  and  customer  support  revenue,  which  do  not
necessarily  change in correlation with the licensing of the Company's  software
products,  remained  fairly  constant  between  years from  $424,503  in 2003 to
$434,845 in 2004. Maintenance revenue increased slightly from $2,183,354 in 2003
to  $2,212,429 in 2004,  due to an increase in revenue from the asyst  products
which was offset by a reduction in maintenance  revenue from the Company's other
product lines. Equipment sales and supplies increased 24 % from $323,126 in 2003
to  $400,134  in 2004 as a result  of an  increase  in the  volume  of  computer
equipment and forms and supplies  sold  customers  using the Company's  software
products.

     Total costs and expenses  increased  5% for the period  ended  December 31,
2004 from  $3,176,737  in 2003 to $3,348,223 in 2004.  Salary  expense  remained
constant  from  $1,935,709  in  2003  to  $1,941,155  in  2004.  Other  general,
administrative  and  selling  expenses  increased  11% from  $636,309 in 2003 to
$707,058  in 2004,  due,  in part,  to an  increase  legal and travel  expenses.
Depreciation  and  amortization  expense  increased 8% from  $256,268 in 2003 to
$277,535  in 2004  resulting  from the  purchases  of  equipment  and  leasehold
improvements  during 2003. Cost of equipment sold increased 38% from $175,190 in
2003 to  $242,251  in 2004 as a  result  of  increased  sales of  equipment  and
supplies in 2004.

Critical Accounting Policies

     In preparing our  consolidated  financial  statements  in  conformity  with
accounting  principles  generally  accepted in the United States, we must make a
variety of estimates that affect the reported  amounts and related  disclosures.
We base our estimates and judgments on historical  experience  and various other
factors that are believed to be reasonable under the circumstances,  the results
of which form the basis for making judgments about the carrying values of assets
and  liabilities  and the amounts of revenue and  expenses  that are not readily
apparent from other  sources.  The following  accounting  policies are currently
considered most critical to the preparation of our financial statements.

Revenue Recognition

     The  Company  recognizes  software  revenue  in  accordance  with SOP 97-2,
Software Revenue Recognition,  as amended by SOP 98-9, Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions.  Under these
guidelines,  the Company  recognizes  revenue on transactions  where  persuasive
evidence of an arrangement exists, title has transferred, product payment is not
contingent upon performance of installation or service obligations, the price is
fixed or determinable and payment is reasonably assured.

     Service  revenue  generated  from  programming  and  training  services are
recognized as the services are  performed.  Maintenance  revenue is deferred and
recognized  ratably over the related contract  period,  generally twelve months.
Revenue from the sales of equipment  and supplies is recognized in the period in
which the products are delivered.

     Deferred  revenue on  maintenance  contracts  represent  cash  received  in
advance or accounts receivable for maintenance services which is recognized over
the life of the contact.

                                        8
<PAGE>


Allowance for Doubtful Accounts

     We provide an allowance for doubtful  accounts to ensure trade  receivables
are  not  overstated  due  to   uncollectibility.   The  collectibility  of  our
receivables is evaluated based on a variety of factors,  including the length of
time  receivables  are past due,  customers'  indication of  willingness to pay,
significant one-time events and historical experience.  If circumstances related
to our customers change, estimates of the recoverability of receivables would be
further adjusted.

Goodwill and Intangible Assets

     Goodwill and  intangible  assets are  primarily the result of the Company's
acquisitions.  We use  estimates  in  determining  the  value  of  goodwill  and
intangible  assets,  including  estimates of useful lives of intangible  assets,
discounted future cash flows and fair values of the related operations.  We test
annually to determine whether goodwill has been impaired,  under the guidance of
SFAS No. 142. We forecast  discounted  future cash flows based on our historical
and best  estimates of future  revenues  and  operating  costs,  which take into
consideration factors such as existing backlog, expected future orders, supplier
contracts  and general  market  conditions.  Changes in our forecasts or cost of
capital may result in asset value  write-downs,  which could have a  significant
impact on our current and future financial position and results of operations.

Deferral Tax Valuation Allowance

     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
consequences  attributable  to  differences  between  the  financial  statements
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are expected to be recovered or settled.  Valuation  allowances are
established  when  necessary  to reduce  deferred  tax assets to the amount more
likely than not to be  realized.  Income tax expense is the total of tax payable
for the  period and the change  during  the  period in  deferred  tax assets and
liabilities.

Liquidity and Capital Resources

     The Company had net cash  provided  from  operating  activities of $634,585
during 2004, as compared to $595,836 provided in 2003.  Operating cash flows are
primarily  derived from net income plus non-cash  depreciation  and amortization
and changes in the accounts receivable and accounts payable. Net cash of $29,399
was utilized in 2004 for capital  acquisitions  and  $1,500,000  was utilized to
redeem the  outstanding  Series B and Series E preferred  stock,  including  all
cumulative  undeclared and unpaid  dividends.  The effect of the Canadian dollar
exchange rate on cash resulted in an increase during 2004 of $81,272.

     Management  believes that the ability to generate  positive cash flows from
operations,  in addition to its existing  cash balances will be adequate to meet
its working capital requirements in the near future.

     The  Company  was  previously  in arrears in the  payment of  dividends  to
holders of its  preferred  stock.  As of December  31, 2003,  dividends  were in
arrears on the Series B preferred  stock in the amount of $533,800 and on Series
E preferred  stock in the amount of $263,735.  On January 27, 2004,  the Company
redeemed the outstanding  Series B and Series E preferred  stock,  including all
accrued and unpaid dividends, for a total price of $1,500,000.

                                        9
<PAGE>


Contractual Obligations

     The following table sets forth our contractual  obligations at December 31,
2004, for the periods shown:
<TABLE>
<S>                         <C>      <C>      <C>          <C>        <C>

                                   Within
Contractual Obligations   Total   1 Year   2-3 Years   4-5 Years    Thereafter
-----------------------   -----   ------   ---------   ---------    ----------
 Debt                    $  -     $  -     $  -       $   -         $   -
 Operating leases         130,600  57,650   34,700      38,250         -
 Purchase commitments       -        -        -           -             -
                          -------  -------  -------     -------      -------
 Total contractual
  cash obligations       $130,600 $57,650  $34,700    $ 38,250       $    -
                          =======  ======  =======     =======      =======
</TABLE>


Recent Accounting Pronouncements

     On December 16, 2004,  the FASB  published  FASB Statement No. 123 (revised
2004),  Share-Based  Payment.  Statement  123(R) requiring that the compensation
cost relating to  share-based  payment  transactions  be recognized in financial
statements.  That cost will be measured based on the fair value of the equity or
liability  instruments  issued.  Public  entities  that  file as small  business
issuers  will be  required  to apply  Statement  123(R) in the first  interim or
annual  reporting  period that begins after December 15, 2005.  Statement 123(R)
replaces FASB Statement No. 123,  Accounting for Stock-Based  Compensation,  and
supersedes  APB  Opinion  No.  25,  Accounting  for Stock  Issued to  Employees.
Statement  123,  as  originally  issued in 1995,  established  as  preferable  a
fair-value-based  method of accounting for share-based payment transactions with
employees.  However,  that Statement permitted entities the option of continuing
to apply the  guidance  in Opinion  25, as long as the  footnotes  to  financial
statements  disclosed  what  net  income  would  have  been  had the  preferable
fair-value-based  method been used.  The effect of the adoption of this standard
is still being evaluated by the Company.

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>


ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                United Systems Technology, Inc. and Subsidiaries
                   Index to Consolidated Financial Statements


                                                                   Pages

Report of Independent Registered Public Accounting Firm             F-1


Consolidated Financial Statements

   Balance sheets as of December 31, 2004 and 2003                  F-2
   Statements of income for the years
    ended December 31, 2004 and 2003                                F-3
   Statements of stockholders' equity for the years
    ended December 31, 2004 and 2003                                F-4
   Statements of cash flows for the years
    ended December 31, 2004 and 2003                                F-5
   Notes to Consolidated Financial Statements                   F-6 to F-15



                                       11
<PAGE>


             Report of Independent Registered Public Accounting Firm


Board of Directors and Stockholders
United Systems Technology, Inc.


     We have  audited the  accompanying  consolidated  balance  sheets of United
Systems Technology,  Inc. and subsidiaries as of December 31, 2004 and 2003, and
the related  consolidated  statements of income,  stockholders'  equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.


     We  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall financial statement  presentation.  We believe our audits
provide a reasonable basis for our opinion.


     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the consolidated financial position of United Systems
Technology,  Inc. and  subsidiaries  as of December  31, 2004 and 2003,  and the
consolidated  results of their operations and their  consolidated cash flows for
the years  then  ended,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.



/s/ HEIN & ASSOCIATES LLP

Dallas, Texas
January 28, 2005


                                       F-1
<PAGE>

                United Systems Technology, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                  December 31,
<TABLE>
<S>                                                <C>             <C>


                                                  2004             2003
                                               ===========     ===========
     Assets
Current Assets
 Cash and cash equivalents                     $ 1,794,943    $  2,608,485
 Trade accounts receivable, less allowance
  for doubtful accounts of $37,400 in 2004
  and $34,500 in 2003                            1,085,165       1,047,206
 Prepaid Expenses                                   17,063            -
                                                 ---------       ---------
   Total current assets                          2,897,171       3,655,691
                                                 ---------       ---------

Property and equipment at cost, net                173,117         209,594
Goodwill, net                                      528,184         483,842
Purchased software, net                            393,441         580,038
Deposits and other                                   9,862          22,914
                                                 ---------       ---------
                                                 1,104,604       1,296,388
                                                 ---------       ---------
   Total Assets                                $ 4,001,775    $  4,952,079
                                                 =========       =========

     Liabilities and Stockholders' Equity
Current Liabilities
 Trade accounts payable                        $    57,619    $     32,721
 Accrued payroll                                   184,620         198,435
 Other accrued expenses                            192,926         164,156
 Deferred revenue                                1,612,659       1,553,563
                                                 ---------       ---------
   Total current liabilities                     2,047,824       1,948,875


Commitments and contingencies (Note 5)               -               -

   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,
 300,000 shares of Series E, aggregate
 liquidating preference of $800,000
 ($1.00 per share) in 2003                          -               80,000
Common stock, par value $.01 per share
 in 2004 and $.10 in 2003; authorized
 100,000,000 shares; issued and outstanding
 56,178,663 shares in 2004 and 2003                561,787       5,617,866
Additional paid-in capital                       7,161,633       2,825,554
Accumulated deficit                             (6,257,457)     (5,873,928)
Accumulated other comprehensive income             487,988         353,712
                                                 ---------       ---------
   Total stockholders' equity                    1,953,951       3,003,204
                                                 ---------       ---------
 Total liabilities and stockholders' equity    $ 4,001,775    $  4,952,079
                                                 =========       =========
</TABLE>


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

                                      F-2

<PAGE>


                United Systems Technology, Inc. and Subsidiaries
                        Consolidated Statements of Income
                        For The Years Ended December 31,
<TABLE>
<S>                                                <C>             <C>



                                                  2004             2003
                                               ===========     ===========
Revenue
 Software packages                             $   591,647    $    548,031
 Installation, training and customer support       434,845         424,503
 Maintenance                                     2,212,429       2,183,354
 Equipment sales and supplies                      400,134         323,126
 Other                                               7,087          12,485
                                                 ---------       ---------
                                                 3,646,142       3,491,499
                                                 ---------       ---------
Costs and expenses
 Salaries                                        1,941,155       1,935,709
 Other general, administrative
  and selling expense                              707,058         636,309
 Depreciation and amortization                     277,535         256,268
 Rent                                              100,910          93,805
 Commissions                                        79,314          79,456
 Cost of equipment and supplies sold               242,251         175,190
                                                 ---------       ---------
                                                 3,348,223       3,176,737
                                                 ---------       ---------
Operating income                                   297,919         314,762
                                                 ---------       ---------

Other (expense) income
 Interest income                                    18,552          54,567
                                                 ---------       ---------
                                                    18,552          54,567
                                                 ---------       ---------

Net income                                         316,471         369,329

Preferred stock dividend requirement                  -            (56,000)
                                                 ---------       ---------

Income allocable to common shareholders            316,471         313,329
                                                 =========       =========

Basic and diluted income per common share      $      0.01    $       0.01
                                                 =========       =========

Weighted average number of common
 shares outstanding
   Basic                                        56,178,663      56,178,663
                                                ==========      ==========
Diluted                                         59,418,693      59,474,050
                                                ==========      ==========
</TABLE>


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

                                      F-3
<PAGE>

                United Systems Technology, Inc. and Subsidiaries
    Consolidated Statements of Stockholders' Equity and Comprehensive Income
                        For the Years Ended December 31,

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

                                     Additional             Currency
               Capital  Stock Issued  Paid-In     Accum    Translation
              Preferred   Common      Capital    Deficit   Adjustments  Total
              ---------   ------      -------    -------   -----------  -----

Balance,
January 1,
2003         $  80,000   5,617,866  2,825,554  (6,243,257)   (74,429) 2,205,734
Comprehesive
 income
 Net income                                       369,329               369,329
 Currency
  translation
  adjustments                                                428,141    428,141
Total                                                                 ---------
comprehensive
income                                                                  797,470
              --------  ---------- ----------  ----------  --------   ---------
Balance,
 December 31,
 2003           80,000   5,617,866  2,825,554  (5,873,928)   353,712  3,003,204

Eedeem
 preferred
 stock         (80,000)              (720,000)   (700,000)           (1,500,000)
Change in par
 value of
 common stock           (5,056,079) 5,056,079                              -
Comprehesive
 income
 Net income                                       316,471               316,471
 Currency
  translation
  adjustments                                                134,276    134,276
Total                                                                 ---------
comprehensive
income                                                                  450,747
              --------  ---------- ----------  ----------   --------  ---------
Balance,
 December 31,
 2004        $   -     $   561,787 $7,161,633  $(6,257,457) $487,988 $1,953,951
              =======   ========== ==========  ===========  ========  =========

</TABLE>

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

                                      F-4
<PAGE>

                United Systems Technology, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                        For the Years Ended December 31,

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

                                                  2004             2003
                                               ===========     ===========
Cash flows in operating activities:

 Net income                                    $   316,471    $    369,329

Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization                    277,535         256,268
 Changes in operating assets and liabilities
   Trade accounts receivable                        26,121         224,069
   Other assets                                     (3,832)         22,419
   Trade accounts payable                           21,689          (6,712)
   Accrued expenses                                  3,356        (138,965)
   Deferred revenue                                 (6,755)       (130,572)
                                                 ---------       ---------
Net cash provided by operating activities          634,585         595,836
                                                 ---------       ---------
Cash flows from investing activities:
 Purchases of property and equipment               (29,399)       (135,697)
                                                 ---------       ---------
Net cash used in investing activities              (29,399)       (135,697)
                                                 ---------       ---------
Cash flows from financing activities:
 Redemption of preferred stock                  (1,500,000)           -
                                                 ---------       ---------
Net cash used in financing activities           (1,500,000)           -
                                                 ---------       ---------

Effect of exchange rate changes on cash             81,272         347,548

Increase (decrease) in cash and
 cash equivalents                                 (813,542)        807,687
Cash and cash equivalents, beginning of year     2,608,485       1,800,798
                                                 ---------       ---------

Cash and cash equivalents, end of year         $ 1,794,943    $  2,608,485
                                                 =========       =========
</TABLE>


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

                                      F-5
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003


1.   Summary of Significant Accounting Policies:

Nature of Operations

     The  Company  operates  in a  single  business  segment,  the  business  of
developing,  supporting and marketing  computer  software products to county and
local  government  entities,  distributors  and power equipment and power sports
dealers located throughout the United States and Canada.

Principles of Consolidation

     The  consolidated  financial  statements  include  the  accounts  of United
Systems  Technology,  Inc.  ("USTI") and its wholly-owned  subsidiaries,  United
Systems Technology East, Inc.  ("USTEI") and USTI Canada,  Inc. All intercompany
transactions and balances have been eliminated.

Cash Equivalents

     The Company  considers  short-term  investments  purchased  with an initial
maturity of three months or less to be cash equivalents.

Allowance for Doubtful Accounts and Concentration of Credit Risk

     The majority of the Company's accounts receivable are due from governmental
entities.  Credit is extended  based on evaluation of the  customers'  financial
condition and,  generally,  collateral is not required.  Accounts receivable are
due  within  30 days and are  stated at  amounts  due from  customers  net of an
allowance  for  doubtful   accounts.   Accounts   outstanding  longer  than  the
contractual  payment terms are considered  past due. The Company  determines its
allowance by considering a number of factors, including the length of time trade
accounts  receivable  are past due, the Company's  previous  loss  history,  the
customers  current  ability  to pay  its  obligation  to the  Company,  and  the
condition of the general economy and the industry as a whole. The Company writes
off  accounts   receivable   when  they  become   uncollectible,   and  payments
subsequently  received on such  receivables  are credited to the  allowance  for
doubtful  accounts.  Credit losses have  consistently  been within  management's
expectations.

Property and Equipment

     Property and equipment are recorded at cost.  Depreciation  of property and
equipment is computed using the  straight-line  method over the estimated useful
lives of such  property  and  equipment,  which  range from three to five years.
Gains and losses on the disposal of such assets are recognized as incurred.

Goodwill and Purchased Software

     The  Company  adopted  SFAS 142  "Goodwill  and  Other  Intangible  Assets"
effective  January 1, 2002 and has identified one operating  unit. In accordance
with  SFAS  142,  the  Company  discontinued   recording  goodwill  amortization
effective January 1, 2002.  Purchased software is amortized on the straight-line
method over 5 years.

                                       F-6
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

1.   Summary of Significant Accounting Policies (Cont'd.):

Revenue Recognition and Deferred Revenue

     The  Company  recognizes  software  revenue  in  accordance  with SOP 97-2,
Software Revenue Recognition,  as amended by SOP 98-9, Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions.  Under these
guidelines,  the Company  recognizes  revenue on transactions  where  persuasive
evidence of an arrangement exists, title has transferred, product payment is not
contingent upon performance of installation or service obligations, the price is
fixed  or  determinable  and  payment  is  reasonably   assured.   Revenue  from
installation,  training and customer  support is deferred and  recognized in the
period in which the services are  provided.  Revenue from  contracts to maintain
computer  software  products is  deferred  and  recognized  over the term of the
contracts.

Impairment of Long-Lived Assets

     The  Company  reviews  its  long-lived  assets  and  certain   identifiable
intangibles for impairment when events or changes in circumstances indicate that
the  carrying  amount  of the  assets  may  not be  recoverable.  Impairment  is
recognized  when the carrying  amounts of such assets cannot be recovered by the
undiscounted net cash flows they will generate.

Earnings Per Common Share

     Basic  earnings  per common share is computed by dividing net income by the
average number of common shares outstanding during the period.  Diluted earnings
per share takes into  consideration  the  potentially  dilutive effect of common
stock  equivalents,  such as  outstanding  stock options and warrants,  which if
exercised or converted into common stock would then share in the earnings of the
Company.

Financial Instruments

     The fair value of the Company's financial  instruments,  consisting of cash
and  cash   equivalents,   trade  accounts   receivable  and  accounts  payable,
approximate their carrying values.

Stock-Based Compensation

     The Company has two  stock-based  employee  compensation  plans,  which are
described more fully in Note 7. The Company  applies APB Opinion 25,  Accounting
for Stock Issued to Employees - Related  Interpretations  in accounting  for its
plans. The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition  provisions for FASB
Statement 123,  Accounting for Stock-Based  Compensation,  using the assumptions
described in Note 7, to its stock-based employee plans.

                                       F-7


<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

1.   Summary of Significant Accounting Policies (Cont'd.):

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

                                                            Year Ended
                                                           December 31,
                                                        2004         2003
                                                        ----         ----

  Income allocable to common stockholders             $ 316,471    $ 313,329

  Deduct: Total stock-based employee compensation
          expense determined under fair market
          value based method for awards granted,
          modified, or settled, net of related
          tax effects                                   115,110      123,750
                                                        -------      -------
 Pro forma income allocable to common stockholders    $ 201,361    $ 189,579
                                                        -------      -------

 Earnings per share:
  Basic and diluted - as reported                     $   .01      $   .01
  Basic and diluted - pro forma                       $   NIL      $   NIL
</TABLE>

     The fair value of these  options was estimated at the date of grant in 2001
using the Black-Scholes option pricing model with the following weighted-average
assumptions,  expected  volatility  of 100%;  risk free  interest rate of 5%; no
dividend yield; and expected lives of four to five years.

Accumulated Other Comprehensive Income

     The functional  currency for the Company's foreign  subsidiary is the local
currency.  Assets and  liabilities  of the foreign  subsidiary are translated to
U.S. dollars at year-end exchange rates. Income and expense items are translated
at the rates of exchange  prevailing during the year. The adjustments  resulting
from  translating  the  financial  statements  at  the  foreign  subsidiary  are
reflected  in  stockholders'  equity.  Gains  and  losses  on  foreign  currency
transactions are included in the consolidated statements of income.

Use of Estimates

     The  presentation  of financial  statements in conformity  with  accounting
principles  generally  accepted  in  the  United  States  of  America,  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent asset and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

                                       F-8

<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

1.   Summary of Significant Accounting Policies (Cont'd.):

Recent Accounting Pronouncements

     On December 16, 2004,  the FASB  published  FASB Statement No. 123 (revised
2004),  Share-Based  Payment.  Statement  123(R) requiring that the compensation
cost relating to  share-based  payment  transactions  be recognized in financial
statements.  That cost will be measured based on the fair value of the equity or
liability  instruments  issued.  Public  entities  that  file as small  business
issuers  will be  required  to apply  Statement  123(R) in the first  interim or
annual  reporting  period that begins after December 15, 2005.  Statement 123(R)
replaces FASB Statement No. 123,  Accounting for Stock-Based  Compensation,  and
supersedes  APB  Opinion  No.  25,  Accounting  for Stock  Issued to  Employees.
Statement  123,  as  originally  issued in 1995,  established  as  preferable  a
fair-value-based  method of accounting for share-based payment transactions with
employees.  However,  that Statement permitted entities the option of continuing
to apply the  guidance  in Opinion  25, as long as the  footnotes  to  financial
statements  disclosed  what  net  income  would  have  been  had the  preferable
fair-value-based  method been used.  The effect of the adoption of this standard
is still being evaluated by the Company.

Reclassifications

     Certain   reclassifications  have  been  made  to  conform  2003  financial
statements to the presentations in 2004. The  reclassifications had no effect on
net income.

2.   Property and Equipment:
<TABLE>
<S>                                                 <C>            <C>

                                                   2004           2003
                                                   ----           ----

    Leasehold improvements                      $ 106,729     $ 103,991
    Furniture and fixtures                         87,164        84,982
    Equipment                                   1,241,342     1,207,487
                                                ---------     ---------
                                                1,435,235     1,396,460
    Less accumulated depreciation
     and amortization                          (1,262,118)   (1,186,866)
                                                ---------     ---------
                                                $ 173,117     $ 209,594
                                                =========     =========
</TABLE>

3.   Goodwill and Purchased Software:

     Goodwill and purchased software consist of the following:
<TABLE>
<S>                                        <C>            <C>            <C>

                                                      Accumulated
                                          Cost        Amortization       Net
         2004                             ----        ------------       ---
         ----

        Goodwill                       $ 2,061,019    $(1,532,835)    $528,184
        Purchased software               1,851,323     (1,457,882)     393,441

         2003
         ----

        Goodwill                      $ 2,002,392     $(1,518,550)    $483,842
        Purchased software              1,779,562      (1,199,524)     580,038

</TABLE>

                                       F-9
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

3.   Goodwill and Purchased Software (Con't):

     SFAS 142,  Goodwill and Other  Intangible  Assets,  which became  effective
beginning in 2002,  provides that goodwill,  as well as identifiable  intangible
assets with indefinite  lives,  should not be amortized.  Accordingly,  with the
adoption  of SFAS 142 in 2002,  the Company  discontinued  the  amortization  of
goodwill  and  indefinite-lived   intangibles.  In  addition,  useful  lives  of
intangible assets with finite lives were reevaluated on adoption of SFAS 142.

     Goodwill is tested for impairment annually. Additionally, no changes in the
carrying  amount of goodwill  occurred for the years ended  December 31 2004 and
2003, except for changes in translation rates used.

     Amortization  expense for the Company's purchased software was $258,358 and
$270,617 for the years ended December 31, 2004 and 203, respectively.  Estimated
amortization  expense for the Company's purchased software for each of the years
ending December 31, is as follows:
<TABLE>
<S>                                                      <C>

                                                 Estimated Amortization
                                                        Expense
                                                        -------
                                  2005               $ 217,300
                                  2006               $ 124,200
                                  2007              $   51,900
</TABLE>

4.   Preferred Stock:

     On January 27,  2004,  the Company  redeemed the  outstanding  Series B and
Series E  preferred  stock,  including  all  cumulative  undeclared  and  unpaid
dividends,  for a total  price of  $1,500,000.  The  500,000  shares of Series B
preferred  stock were  issued in  October  1988 and had a par value of $1.00 per
share.  As of January  27,  2004 the  Series B  preferred  stock had  cumulative
undeclared  and unpaid  dividends  of $536,390.  The 300,000  shares of Series E
preferred stock were issued in June 1991 and had a par value of $1.00 per share.
As of January 27, 2004 the Series E preferred  stock had  cumulative  undeclared
and unpaid  dividends  of  $265,290.  Both  series of  preferred  stock  accrued
dividends at a rate of $.07 per share per annum.

5.   Commitments and Contingencies:

Operating Lease and Related Party Lease

     The Company leases its corporate  facility at 1850 Crown Road,  Suite 1109,
Dallas,  Texas, 75234. The lease for this facility was entered into on August 1,
2000 for a sixty-month  lease term  commencing on August 1, 2000 and expiring on
September 30, 2005. USTI Canada,  Inc leases a facility at 650 Colborne  Street,
Suite 7, London,  ON, N6A 5A1 from a related party.  The lease for this facility
was entered into on January 1, 2005 for a sixty month lease term  commencing  on
January 1, 2005 and  expiring on December 31, 2009.  The future  minimum  annual
lease payments under these leases are approximately  $57,650 in 2005, $16,940 in
2006, $17,760 in 2007, $18,670 in 2008 19,580 in 2009. Rent expense was $100,911
and $93,805 in 2004 and 2003, respectively.

                                      F-10

<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

6.   Common Stock Options and Warrants:

Stock Options

     During 2001, the Board of Directors issued  non-qualified  stock options to
certain  employees  and  directors at the quoted  market price of the  Company's
stock at the date of the grant.  These options become  exercisable over a period
of up to five years and  expire in 2006.  No  options  were  granted in 2004 and
2003.

     Additional  information with respect to options outstanding at December 31,
2004,  and the changes for each of the two years in the period then ended was as
follows:
<TABLE>
<S>                                                   <C>          <C>

                                                          2004
                                                          ----
                                                                Weighted
                                                                 Average
                                                                Exercise
                                                   Shares         Price
                                                   ------         -----

   Outstanding at beginning of year               12,875,000       $.05
   Forfeited                                        (300,000)       .05
                                                  ----------        ---
   Outstanding at end of year                     12,575,000       $.05
                                                  ----------        ---
   Options exercisable at December 31, 2004        9,431,250       $.05
                                                  ----------        ---

                                                          2003
                                                          ----
                                                                Weighted
                                                                 Average
                                                                Exercise
                                                   Shares         Price
                                                   ------         -----

   Outstanding at beginning of year               12,875,000       $.05
                                                  ----------        ---
   Outstanding at end of year                     12,875,000       $.05
                                                  ----------        ---
   Options exercisable at December 31, 2003        6,437,500       $.05
                                                  ----------        ---
</TABLE>

     Information  about  stock  options  outstanding  at  December  31,  2004 is
summarized  as follows:
<TABLE>
<S>                                  <C>           <C>               <C>

                                            Options Outstanding
                                ---------------------------------------------
                                             Weighted Average
                                 Number        Remaining            Average
   Range of Exercise Prices    Outstanding   Contractual Life   Exercise Price
   ------------------------    -----------   ----------------   --------------
          $.05                  12,575,000       1.9 years          $.05
</TABLE>

Stock Purchase Warrants

     At December 31, 2004 and 2003  warrants for 75,000  shares of common stock,
exercisable at $.11 per share and expiring in 2005 were outstanding.

                                      F-11

<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003


7.   Earnings Per Share:

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:
<TABLE>
<S>                                                   <C>            <C>
                                                         Year Ended
                                                        December 31,
                                                     2004           2003
                                                     ----           ----

   Income allocable to common stockholders      $   316,471    $   313,329

   Weighted average shares outstanding - basic   56,178,663     56,178,663
   Effect of dilutive stock options               3,240,030      3,295,387
                                                 ----------     ----------

  Weighted average shares outstanding - diluted  59,418,693     59,474,050
                                                 ==========     ==========

  Income per common share - basic                  $   .01        $   .01
  Income per common share - diluted                $   .01        $   .01
</TABLE>

     In 2003,  the assumed  conversion  of the Company's  convertible  preferred
stock was excluded from the  computation of diluted income per share because its
effect  would be  antidilutive.  In 2004 and 2003,  warrants to purchase  75,000
shares of the  Company's  common stock were  excluded  from the  computation  of
diluted income per share because the effect would be antidilutive.

8.   Income Taxes:

     At December  31, 2004,  the Company has United  States net  operating  loss
carryforwards  of  approximately   $340,000  and  Canadian  net  operating  loss
carryforwards of approximately  $259,000.  These carryforwards  expire from 2008
through 2011.

     For the years ended December 31, 2004 and 2003 the  difference  between the
effective  federal  income tax rate and the amounts  determined  by applying the
statutory  federal income tax rate to income before provision for federal income
tax was as follows:
<TABLE>
<S>                                                 <C>            <C>
                                                    2004           2003
                                                   Amount         Amount
                                                   ------         ------
      Federal income tax at statutory rate       $  96,800     $ 116,500
      Other                                        (14,300)        109,500
      Expiration of capital loss carryforwards
       and other tax credits                          -           283,300
      Change in valuation allowance                (82,500)      (509,300)
                                                   -------        -------
                                                 $    -         $    -
                                                   =======        =======
</TABLE>


                                      F-12
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

8.   Income Taxes (Cont'd.):
<TABLE>
<S>                                                    <C>          <C>

                                                     Year ended December 31,
                                                     2004            2003
                                                     ----            ----
               United States                      $ 452,103       $ 483,096
               Canada                              (135,632)       (113,767)
                                                    -------         -------

                                                  $ 316,471       $ 369,329
                                                    =======         =======
</TABLE>

     The  components  of the  deferred  tax accounts as of December 31, 2004 and
2003 are as follows:
<TABLE>
<S>                                                     <C>           <C>

                                                      2003            2002
                                                      ----            ----
             Deferred tax assets:

              Net operating loss carryforward       $ 216,200       $ 396,000
              Deferred revenue                        225,200         219,100
              Accounts payable and accrued expenses    87,400          82,800
              Other                                    10,600          10,600
                                                     --------        --------
             Total deferred tax asset                 539,400         708,500
                                                     --------        --------
             Deferred tax liabilities:
              Accounts receivable                      73,500          94,300
              Purchased software, property
              and equipment                           229,700         295,500
                                                     --------        --------
             Total deferred tax liability             303,200         389,800
                                                     --------        --------

             Net deferred tax asset before
              valuation allowance                     236,200         318,700

             Less valuation allowance                 236,200         318,700
                                                     --------        --------
                   Net deferred tax asset          $     -          $    -
                                                     ========        ========
</TABLE>

     The Company has  recorded a valuation  allowance  equal to the net deferred
tax asset. While the Company has utilized a portion of its loss carryforwards in
recent years, management believes that there is significant uncertainty that the
remaining carryforwards will be utilized prior to their expiration.


                                      F-13
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

9.   Employee Benefit Plans:

     Effective  January 16, 1992, the Company  established  the USTI  Employee's
401(k)  Profit  Sharing  Plan  and  Trust  (the  "Plan"),  which  is  a  defined
contribution  plan that covers  substantially  all  full-time  employees  of the
Company  eligible to  participate.  The Plan is subject to the provisions of the
Employee  Retirement  Income  Security  Act of 1974,  as amended  ("ERISA")  and
Section 401(k) of the Internal Revenue Code. The Company made  contributions for
the benefit of the participants in the Plan in the amount of $20,600 and $21,600
for the years ended December 31, 2004 and 2003, respectively.

10.   Foreign Operations:

     Information  regarding  foreign  operations  as of and for the years  ended
December  31, 2004 and 2003 are as follows.  Sales are  attributed  to countries
based upon the location of the customer.
<TABLE>
<S>                                              <C>           <C>

                                                    Year Ended
                                                   December 31,
                                               2004            2003
                                               ----            ----
           Revenue
            United States                  $ 2,338,886     $ 2,255,363
            Canada                           1,307,256       1,236,136
                                             ---------       ---------

                                           $ 3,646,142     $ 3,491,499
                                             ---------       ---------

                                                    Year Ended
                                                   December 31,
                                               2003            2002
                                               ----            ----
           Long-lived assets
            United States                 $   539,301      $   617,779
            Canada                            565,303          678,609
                                            ---------       ---------

                                          $ 1,104,604      $ 1,296,388
</TABLE>
                                            ---------       ---------


10.      Subsequent Event:

     The Company intends to recommend at its next Annual Meeting of Shareholders
a 1 for 10,000  Reverse/Forward  Stock Split ("Stock Split").  If approved,  the
Stock Split will result in shareholders owning less than 10,000 shares of Common
Stock having such shares  cancelled and converted into the right to receive cash
consideration  for their  shares.  In addition,  the Stock Split is considered a
"going private"  transaction as defined in Rule 13e-3 of the Securities Exchange
Act and, if approved,  will likely  terminate the  registration of the Company's
Common Stock and suspend the Company's  duty to file  periodic  reports with the
SEC. The Company believes that the costs of implementing the requirements of the
Sarbanes-Oxley  Act of 2002 are in excess of any benefits derived from remaining
a public reporting company.


                                      F-14
<PAGE>

ITEM  8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

     The Company has had no disagreements with its Independent Registered Public
Accounting Firm on accounting and financial disclosure matters.

Item 8A.   CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
upon that evaluation,  the Company's Chief Executive Officer and Chief Financial
Officer have concluded that the Company's disclosure controls and procedures are
effective  in timely  alerting  them to  material  information  relating  to the
Company (including its consolidated subsidiaries) required to be included in the
Company's periodic SEC filings. The Company has not made any significant changes
to its  disclosure  controls  and  procedures  or in other  factors  that  could
significantly  affect its disclosure  controls and procedures  subsequent to the
date of the evaluation described above.

                                    PART III


ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information  required  by this  item  is set  forth  in the  Company's
definitive  proxy  statement  relating to the Company's  2004 Annual  Meeting of
Shareholders   under  the  captions   "Election  of  Directors"  and  "Executive
Officers." Such information is incorporated herein by reference therefrom.


ITEM 10.   EXECUTIVE COMPENSATION

     The  information  required  by this  item  is set  forth  in the  Company's
definitive  proxy  statement  relating to the Company's  2004 Annual  Meeting of
Shareholders under the caption  "Management  Compensation."  Such information is
incorporated herein by reference therefrom.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
           AND RELATED STOCKHOLDER MATTERS

     The  information  required  by this  item  is set  forth  in the  Company's
definitive  proxy  statement  relating to the Company's  2004 Annual  Meeting of
Shareholders under the caption "Security  Ownership of Certain Beneficial Owners
and Management." Such information is incorporated herein by reference therefrom.


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required  by this  item  is set  forth  in the  Company's
definitive  proxy  statement  relating to the Company's  2004 Annual  Meeting of
Shareholders under the caption "Certain Relationships and Related Transactions."
Such information is incorporated herein by reference therefrom.

                                       12
<PAGE>

                                     PART IV


ITEM 13.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      Documents filed as part of this Report:

         1.  Consolidated Financial Statements

     See  "Index  to  Consolidated   Financial   Statements  and   Supplementary
Schedules" under Item 7 of this Report.

         2.  Consolidated Financial Statements Schedules

     See  "Index  to  Consolidated   Financial   Statements  and   Supplementary
Schedules"  under Item 7 of this Report.  All other schedules have been omitted,
as the required  information is  inapplicable or the information is presented in
the financial statements or the notes thereto.

         3.  Exhibits

     The following  documents are filed as exhibits  herewith,  unless otherwise
specified, and are incorporated herein by this reference:



Exhibit
Number

 3.1  Amended and Restated Articles of Incorporation of the Company as filed on
      November 21, 1986 with the Secretary of State of the State of Iowa.
     (Incorporated by reference, Registration Statement on Form S-1, File No.
      33-9574, Exhibit 3.11)

 3.2  Articles of Merger of Municipal Software Consultants, Inc. into United
      Systems Technology, Inc., as filed on December 31, 1986 with the
      Secretaries of State of the States of Iowa and Texas.  (Incorporated by
      reference, Annual Report on Form 10-K for the fiscal year ended December
      31, 1986, Exhibit 3.2)

 3.3  Statement Establishing and Designating Series B Preferred Stock of the
      Company, as filed on June 13, 1988 with the Secretary of State of the
      State of Iowa.  (Incorporated by reference, Quarterly Report on Form 10-Q
      for the quarter ended June 30, 1988, Exhibit 4.1)

 3.4  Statement Establishing and Designating Series C Preferred Stock of the
      Company, as filed on June 13, 1988 with the Secretary of State of the
      State of Iowa.  (Incorporated by reference, Quarterly Report on Form 10-Q
      for the quarter ended June 30, 1988, Exhibit 4.2)

 3.5  Articles of Amendment to the Articles of Incorporation of the Company, as
      filed on July 15, 1988 with the Secretary of State of the State of Iowa.
     (Incorporated by reference, Quarterly Report on Form 10-Q for the quarter
      ended June 30, 1988, Exhibit 3.1)

                                       13
<PAGE>

Exhibit
Number

 3.6  By-Laws of the Company, as amended and currently in effect. (Incorporated
      by reference, Registration Statement on Form S-1, File No. 33-9574,
      Exhibit 3.6)

 3.7  Articles of Amendment to the Articles of Incorporation designating the
      Series D Preferred Stock of the Company, as filed on February 23, 1990
      with the Iowa Secretary of State. (Incorporated by reference, Form 8-K
      Current Report dated February 15, 1990, Exhibit 3.1)

 3.8  Statement establishing and designating Series E Preferred Stock of the
      Company, as filed on June 26, 1991, with the Secretary of the State of
      Iowa. (Incorporated by referenced, Annual Report on Form 10-K for the
      year ended December 31, 1991, Exhibit 3.8)

 10.1 1986 Stock Option Plan.  (Incorporated by reference, Registration
      Statement on Form S-1, File No.33-9574, Exhibit 10.9)

 10.2 Agreement Regarding Preferred Stock Purchase, Warrant Purchase and Loan,
      dated October 16, 1986, by and between the Company and Ventana Growth
      Fund.  (Incorporated by reference, Registration Statement on Form S-1,
      File No. 33-9574, Exhibit 10.10)

 10.3 Preferred Stock Purchase Agreement, dated October28, 1986, by and
      between the Company and Ventana Growth Fund.  (Incorporated by reference,
      Registration Statement on Form S-1, File No.33-9574, Exhibit 10.17)

 10.4 Promissory Note, dated October 16, 1986, in the amount of $150,000.00,
      from the Company to Ventana Growth Fund.  (Incorporated by reference,
      Registration Statement on Form S-1, File No.33-9574, Exhibit 10.19)

 10.5 Stock Purchase Agreement, dated June 8, 1988, by and between the Company
      and Farm Bureau Mutual Insurance Company.  (Incorporated by reference,
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1988,
      Exhibit 19.1)

 10.6 Preferred Stock Exchange Agreement, dated June 8, 1988, by and between
      the Company and Ventana Growth Fund.  (Incorporated by reference,
      Quarterly Report on Form 10-Q for the quarter ended June 30, 1988,
      Exhibit 19.2)

 10.7 Purchase Agreement, dated February 15, 1990, by and between the Company
      and International Technology Group, Inc. (Incorporated by reference, Form
      8-K Current Report dated February 15, 1990, Exhibit 10.1)

 10.8 Assignment and Assumption Agreement, dated February 15, 1990, by and
      between the Company and International Technology Group, Inc. assigning
      all relevant rights and interest in a maintenance agreement with Grumman
      Systems Support Corp. to the Company.  (Incorporated by reference, Form
      8-K Current Report dated February 15, 1990, Exhibit 10.2)

                                       14
<PAGE>

Exhibit
Number

 10.9 Assignment and Assumption Agreement, dated February 15, 1990, by and
      between the Company and International Technology Group, Inc. assigning
      all rights and interest in a Technology Transfer Agreement with AM
      Computer Corporation  and Microvote Partners, Ltd. to the Company.
     (Incorporated by reference, Form 8-K Current Report dated February 15,
      1990)

10.10 Assignment and Assumption Agreement, dated February 15, 1990, by and
      between the Company and International Technology Group, Inc. assigning
      all rights and interest in trademark INTEGRITY to the Company.
     (Incorporated by reference, Form 8-K Current Report dated February 15,
      1990, Exhibit 10.4)

10.11 Stock Purchase Agreement, dated February 14, 1990, by and between Farm
      Bureau Mutual Insurance Company and the Company.  (Incorporated by
      reference, Form 8-K Current Report dated February 15, 1990, Exhibit 10.5)

10.12 Asset Purchase Agreement, dated June 10, 1991, by and between the Company
      and New Jersey Municipal Data Management, Inc. (Incorporated by reference
      Form 8-K Current Report, dated June 10, 1991)

10.13 Asset Purchase Agreement, dated December 22, 1994, by and between the
      Company and Sequoia Pacific Systems, a division of Smurfit Packaging
      Corporation.  (Incorporated by reference Form 8-K Current Report, dated
      December 22, 1994, Exhibit 10.1)

10.14 Assignment and Assumption Agreement, dated December 22, 1994, by and
      between the Company and Sequoia Pacific Systems, a division of Smurfit
      Packaging Corporation.  (Incorporated by reference Form 8-K Current
      Report, dated December 22, 1994, Exhibit 10.2)

10.15 Asset Purchase Agreement, dated October 17, 1994, by and between the
      Company and Noll Computer Systems, Inc.("NCS").  (Incorporated by
      reference, Annual Report on Form 10-KSB for the year ended December 31,
      1994, Exhibit 10.15)

10.16 Asset Purchase Agreement, dated November 15, 1995, by and between the
      Company, Dralvar Capital Corp. ("Dralvar") and Ken Neff.  (Incorporated
      by reference, Form 8-K Current Report, dated November 15, 1995, Exhibit
      10.1)

10.17 Asset purchase Agreement dated February 21, 1997, by and between the
      Company and Noll Computer Services, Inc. ("NCS").  (Incorporated by
      reference, Annual Report on Form 10-KSB for the year ended December 31,
      1996, Exhibit 10.17)

31.1  Certification of Chief Executive Officer, pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002

                                       15
<PAGE>

Exhibit
Number

31.2  Certification of Chief Financial Officer, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002

32.1  Certification of Chief Executive Officer, pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002

32.2  Certification of Chief Financial Officer, pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002


 (b)  Reports on Form 8-K

     No reports on Form 8-K were filed  during the last  quarter of the year for
which this report is filed.


 (c)  Exhibits

     The response to this portion of Item 13 is submitted as a separate  section
of this report.

 (d)  Financial Statement Schedules

     The response to this portion of Item 13 is submitted as a separate  section
of this report.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The  information  required  by this  item  is set  forth  in the  Company's
definitive  proxy  statement  relating to the Company's  2005 Annual  Meeting of
Shareholders  under the caption  "Principal  Accountant Fees and Services." Such
information is incorporated herein by reference therefrom.


                                       16
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section 13  or 15(d) 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.

 Date: February 28, 2004               By:  /s/  Thomas E. Gibbs
                                            --------------------
                                            Thomas E. Gibbs,
                                             Chief Executive Officer and
                                             Chairman of the Board

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


Date: February 28, 2004                By: /s/  Thomas E. Gibbs
                                           --------------------
                                           Thomas E. Gibbs,
                                            Chief Executive Officer and
                                            Chairman of the Board
                                           (Principal Executive Officer)

Date: February 28, 2004                By: /s/  Randall L. McGee
                                           ---------------------
                                           Randall L. McGee,
                                            Secretary, Treasurer and Director
                                           (Principal Financial &
                                            Accounting Officer)

Date: February 11, 2004                By:  /s/  Scott Burri
                                            ----------------
                                            Scott Burri, Director


Date: February 10, 2004                By:  /s/  Earl Cohen
                                            ---------------
                                            Earl Cohen, Director

                                       17


<PAGE>
EXHIBIT 31.1
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

     I, Thomas E. Gibbs,  Chief Executive Officer of United Systems  Technology,
Inc. ("registrant"), certify that:

1.  I have reviewed this annual report on Form 10-KSB of the registrant;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
    have:

    a) designed such disclosure controls and procedures, or caused such
       disclosure controls and procedures to be designed under our supervision,
       to ensure that material information relating to the registrant,
       including its consolidated subsidiaries, is made known to us by others
       within those entities, particularly during the period in which this
       annual report is being prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
       procedures and presented in this annual report our conclusions about the
       effectiveness of the disclosure controls and procedures as of the end of
       the period covered by this annual report based on such evaluation; and

    c) disclosed in this report any change in the registrant's internal control
       over financial reporting that occurred during the registrant's most
       recent fiscal period that has materially affected, or is reasonably
       likely to materially affect, the registrant's internal control over
       financial reporting.

5.  The registrant's other certifying officer and I have disclosed, based on
    our most recent evaluation of internal control over financial reporting, to
    the registrant's auditors and the audit committee of registrant's board of
    directors (or persons performing the equivalent function):

    a) all significant deficiencies and material weaknesses in the design or
       operation of internal control over financial reporting which are
       reasonably likely to adversely affect the registrant's ability to record,
       process, summarize and report financial information; and

    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       control over financial reporting.

 Date: February 28, 2004            By:  /s/  Thomas E. Gibbs
                                         --------------------
                                         Thomas E. Gibbs,
                                         President and Chief Executive Officer\
<PAGE>

EXHIBIT 31.2
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

     I, Randall L. McGee, Chief Financial Officer of United Systems  Technology,
Inc. ("registrant"), certify that:

1.  I have reviewed this annual report on Form 10-KSB of the registrant;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this anual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we
    have:

    a) designed such disclosure controls and procedures, or caused such
       disclosure controls and procedures to be designed under our supervision,
       to ensure that material information relating to the registrant,
       including its consolidated subsidiaries, is made known to us by others
       within those entities, particularly during the period in which this
       annual report is being prepared;

    b) evaluated the effectiveness of the registrant's disclosure controls and
       procedures and presented in this annual report our conclusions about the
       effectiveness of the disclosure controls and procedures as of the end of
       the period covered by this annual report based on such evaluation; and

    c) disclosed in this report any change in the registrant's internal control
       over financial reporting that occurred during the registrant's most
       recent fiscal period that has materially affected, or is reasonably
       likely to materially affect, the registrant's internal control over
       financial reporting.

5.  The registrant's other certifying officer and I have disclosed, based on
    our most recent evaluation of internal control over financial reporting, to
    the registrant's auditors and the audit committee of registrant's board of
    directors (or persons performing the equivalent function):

    a) all significant deficiencies and material weaknesses in the design or
       operation of internal control over financial reporting which are
       reasonably likely to adversely affect the registrant's ability to record,
       process, summarize and report financial information; and

    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       control over financial reporting.

Date: February 28, 2004          By: /s/  Randall L. McGee
                                     ---------------------
                                    Randall L. McGee,
                                    Vice President and Chief Financial Officer
<PAGE>

Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     This  certification  is  furnished  solely  pursuant  to Section 906 of the
Sarbanes-Oxley  Act of 2002 and  accompanies the Annual Report of United Systems
Technology,  Inc. (the  "Company") on Form 10-KSB for the period ended  December
31, 2004 (the "Report").  I, Thomas E. Gibbs, Principal Executive Officer of the
Company, hereby certify that, to the best of my knowledge:

1.  The Report fully complies with the requirements of Section 13(a) or 15(d)
    of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.  The information contained in the Report fairly presents, in all material
    respect, the financial condition and results of the operations of the
    Company.



 Date: February 28, 2004            By:  /s/  Thomas E. Gibbs
                                         --------------------
                                         Thomas E. Gibbs, President
                                          and Chairman of the Board
                                         (Principal Executive Officer)

<PAGE>

Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)



     This  certification  is  furnished  solely  pursuant  to Section 906 of the
Sarbanes-Oxley  Act of 2002 and  accompanies the Annual Report of United Systems
Technology,  Inc. (the  "Company") on Form 10-KSB for the period ended  December
31, 2004 (the "Report"). I, Randall L. McGee, Principal Financial and Accounting
Officer of the Company, hereby certify that, to the best of my knowledge:

1.  The Report fully complies with the requirements of Section 13(a) or 15(d)
 of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2.  The information contained in the Report fairly presents, in all material
    respect, the financial condition and results of the operations of the
    Company.



Date: February 28, 2004          By: /s/  Randall L. McGee
                                     ---------------------
                                     Randall L. McGee, Secretary
                                      and Treasurer
                                    (Principal Financial and Accounting Officer)