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, 2003                                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 $.10 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, 2003 were
$3,491,499.

     As of March 12, 2004 the  aggregate  market  value of voting  stock held by
non-affiliates of the Registrant was $3,248,217.

     As of March 12,  2004,  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 is in the
process of adapting certain asyst(R)  products and developing 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(R), 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(R) 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(R)  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(R) product line
to add to its existing asyst(R) offerings  including an asyst(R) 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, 2003, the Company  generated  approximately
16% of its revenue from the sale of software,  12% from  installation,  training
and customer support, 63% from software  maintenance,  and 9% 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 Minneapolis,  Minnesota,  Lexington,  Kentucky, New Orleans,  Louisiana,  New
Bern, North Carolina, 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(R) product line, has a
positive impact on its competitive status.

Employees

     The Company presently has 37 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(R) and jUSTInter.net(R)  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, 2003 for a twenty-four month lease term commencing on January 1, 2003
and expiring on December 31, 2004.

ITEM 3.   LEGAL PROCEEDINGS

     The Company 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 2003.


                                        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, 2002                     $0.12                 $0.08
      June 30, 2002                      $0.10                 $0.07
      September 30, 2002                 $0.10                 $0.05
      December 31, 2002                  $0.08                 $0.05
      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

</TABLE>

     As of March 12, 2004,  the Company had 455  shareholders  of record and its
common stock had a closing bid price of $.07 per share and a closing asked price
of $.08 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 2003
include  revenues of $3,491,499  resulting in net income of $369,329 as compared
to revenues of $3,618,907 and net income of $555,814 in 2002.

     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(R)  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(R)  product  line to add to its
existing asyst(R) offerings including an asyst(R)  forPowersports  product line.
The  asyst(R)  for  Powersports  product  line will  include  the core  asyst(R)
accounting modules and will have the additional  functionality of point of sale,
inventory, repair orders, finance and insurance and fiche interface.

                                       6
<PAGE>

     The Company  believes its asyst(R)  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,
                                                -----------------------
                                                  2003           2002
                                                  ----           ----
Revenue
    Software Packages                              16%            22%
    Installation, training and
     customer support                              12%            12%
    Maintenance                                    63%            58%
    Equipment and other                             9%             8%
                                                   ---            ---
                                                   100%           100%

Costs and expenses
    Salaries                                        55%            51%
    Other general administrative
     and selling expense                            21%            20%
    Depreciation and amortization                    7%             6%
    Commissions                                      2%             4%
    Cost of equipment sold                           5%             5%
                                                    ---            ---

    Total costs and expenses                        90%            86%

    Operating income                                10%            14%

    Non-operating income, net                        2%             1%

    Net income                                      12%            15%

</TABLE>



                                        7

<PAGE>

2003 vs 2002

     The Company's  total revenue  decreased 4% for the year ended  December 31,
2003 from  $3,618,907  in 2002 to  $3,491,499  in 2003.  Software  license  fees
decreased  31% from  $792,563 in 2002 to  $548,031  in 2003 due,  in part,  to a
decrease in the licensing of the Company's  asyst(R)  products during 2003 and a
decrease in the sales of  additional  packages to the existing  customer base in
2003.  Installation,  training  and  customer  support  revenue,  which  do  not
necessarily  change in correlation with the licensing of the Company's  software
products,  remained constant from 2002 to 2003. Maintenance revenue increased 5%
from  $2,086,505 in 2002 to  $2,183,354  in 2003,  due to an increase in revenue
from the  asyst(R)  products  and from the  Shamrock  customers  acquired by the
Company  during 2002.  This  increase  was offset by a reduction in  maintenance
revenue from the Company's  other product  lines.  Equipment  sales and supplies
increased  6 % from  $305,310  in 2002 to  $323,126  in 2003 as a  result  of an
increase in the volume of forms and supplies sold customers  using the Company's
software products.

     Total costs and expenses  increased  2% for the period  ended  December 31,
2003 from $3,110,304 in 2002 to $3,176,737 in 2003.  Salary expense increased 5%
from $1,839,074 in 2002 to $1,935,709 in 2003 due, in part, from the addition of
employees  during 2003 and the full year effect of  employees  added  related to
acquisitions  during  2002.  These  increases  were  offset  by a  reduction  of
incentives  related  to lower  results of  operations  in 2003.  Other  general,
administrative  and selling expenses  remained constant from $645,407 in 2002 to
$636,309 in 2003.  Depreciation  and  amortization  expense  increased  22% from
$210,555 in 2002 to $256,268 in 2003  resulting  from the  purchases of property
and equipment during 2003.  Commission  expenses decreased from $155,308 in 2002
to $79,456 in 2003  resulting  from a lower  volume of  commissionable  sales in
2003.  Cost of equipment  sold increased 6% from $165,870 in 2002 to $175,190 in
2003 as a result of increased sales of forms and supplies in 2003.

Liquidity and Capital Resources

     The  Company  had net cash  provided by  operating  activities  of $595,836
during  2003 as  compared  to $658,465  provided  in 2002.  Cash  provided  from
operations in 2003 was due, in part, to income generated from operations  during
2003.  Net cash of $135,697  was  utilized in 2003 for the purchase of equipment
necessary for the sales,  development and support of its products. The effect of
the Canadian dollar exchange rate on cash resulted in an increase during 2003 of
$347,548.

     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.

Contractual Obligations

     The following table sets forth our contractual  obligations at December 31,
2003, for the periods shown:

                                        8
<PAGE>
<TABLE>
<S>                         <C>       <C>     <C>         <C>          <C>


                                   Within
Contractual Obligations   Total   1 Year   2-3 Years   4-5 Years    Thereafter
-----------------------   -----   ------   ---------   ---------    ----------
 Debt                    $  -     $  -     $  -       $   -         $   -
 Operating leases         101,385  69,090   32,295        -             -
 Purchase commitments       -        -        -           -             -
                          -------  -------  -------     -------      -------
 Total contractual
  cash obligations       $101,385 $69,090  $32,295    $   -        $    -
                          =======  ======   =======     =======      =======
</TABLE>

Recent Accounting Pronouncements

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
both Liabilities and Equity" ("FAS 150"). FAS 150 establishes  standards for how
an issuer classifies and measures in its statement of financial position certain
financial  instruments with  characteristics of both liabilities and equity. FAS
150 requires that an issuer  classify a financial  instrument that is within FAS
150's  scope as a liability  (or an asset in some  circumstances)  because  that
financial  instrument  embodies  an  obligation  of the  issuer.  Many of  those
instruments were previously  classified as equity. FAS 150 requires an issuer to
classify  the  following   instruments  as   liabilities   (or  assets  in  some
circumstances):  mandatory  redeemable  financial  instruments;  obligations  to
repurchase  the  issuer's  equity  shares by  transferring  assets;  and certain
obligations  to  issue  a  variable  number  of its  equity  shares.  FAS 150 is
effective for all financial  instruments  entered into or modified after May 31,
2003,  and  otherwise  shall be effective at the  beginning of the first interim
period  beginning  after June 15,  2003.  The adoption of FAS 150 did not have a
material effect on the company's consolidated balance sheet.

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.

                                        9
<PAGE>

ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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


                                                                Pages

Report of Independent Certified Public
 Accountants     Hein & Associates LLP                           F-1
                 Grant Thornton LLP                              F-2

Consolidated Financial Statements

 Balance sheets as of December 31, 2003 and 2002                 F-3
  Statements of income for the years
   ended December 31, 2003 and 2002                              F-4
  Statements of stockholders' equity for the years
   ended December 31, 2003 and 2002                              F-5
  Statements of cash flows for the years
   ended December 31, 2003 and 2002                              F-6
  Notes to Consolidated Financial Statements                     F-7 to F-16



                                       10
<PAGE>

               Report of Independent Certified Public Accountants


Board of Directors and Stockholders
United Systems Technology, Inc.


     We have  audited  the  accompanying  consolidated  balance  sheet of United
Systems  Technology,  Inc. and  subsidiaries  as of December  31, 2003,  and the
related consolidated  statements of income,  stockholders' equity and cash flows
for the year 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 audit.


     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit 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 audit  provides 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, 2003, and the consolidated
results of their operations and their  consolidated cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.



/s/ HEIN & ASSOCIATES LLP
    ---------------------
Dallas, Texas
February 11, 2004


                                       F-1
<PAGE>

               Report of Independent Certified Public Accountants


Board of Directors and Stockholders
United Systems Technology, Inc.


     We have  audited  the  accompanying  consolidated  balance  sheet of United
Systems  Technology,  Inc. and  subsidiaries  as of December  31, 2002,  and the
related consolidated  statements of income,  stockholders' equity and cash flows
for the year 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 audit.


     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit 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 audit  provides 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, 2002, and the consolidated
results of their operations and their  consolidated cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.



/s/ Grant Thornton LLP
    ------------------
Dallas, Texas
March 24, 2003

                                       F-2
<PAGE>

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

                                                  2003             2002
                                               ===========     ===========
     Assets
Current Assets
 Cash and cash equivalents                     $ 2,608,485    $  1,800,798
 Trade accounts receivable, less allowance
  for doubtful accounts of $34,500 in
  2002 and 2001                                  1,047,206       1,118,885
                                                 ---------       ---------
   Total current assets                          3,655,691       2,919,683
                                                 ---------       ---------

Property and equipment at cost, net                209,594         150,049
Goodwill, net                                      483,842         483,842
Purchased software, net                            580,038         679,603
Deposits and other                                  22,914          16,121
                                                 ---------       ---------
                                                 1,296,388       1,329,615
                                                 ---------       ---------
   Total Assets                                $ 4,952,079    $  4,249,298
                                                 =========       =========

    Liabilities and Stockholders' Equity
Current Liabilities
 Trade accounts payable                        $    32,721    $     60,732
 Accrued payroll                                   198,435         313,259
 Other accrued expenses                            164,156         157,936
 Deferred revenue                                1,553,563       1,511,637
                                                 ---------       ---------
   Total current liabilities                     1,948,875       2,043,564

Commitments and contingencies (Note 6)                -               -

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 and 2002                 80,000          80,000
 Common stock, par value $.10 per share;
  authorized 100,000,000 shares; issued
  and outstanding 56,178,663 shares in
  2003 and 2002                                  5,617,866       5,617,866
 Additional paid-in capital                      2,825,554       2,825,554
 Accumulated deficit                            (5,873,928)     (6,243,257)
 Accumulated other comprehensive income (loss)     353,712         (74,429)
                                                 ---------       ---------
   Total stockholders' equity                    3,003,204       2,205,734
                                                 ---------       ---------

   Total liabilities and stockholders' equity  $ 4,952,079    $  4,249,298
                                                 =========       =========
</TABLE>


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


                                       F-3

<PAGE>

                United Systems Technology, Inc. and Subsidiaries
                        Consolidated Statements of Income
                        For The Years Ended December 31,

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

                                                  2003             2002
                                               ===========     ===========
Revenue
 Software packages                             $   548,031    $    792,563
 Installation, training and customer support       424,503         426,423
 Maintenance                                     2,183,354       2,086,505
 Equipment sales and supplies                      323,126         305,310
 Other                                              12,485           8,106
                                                 ---------       ---------
                                                 3,491,499       3,618,907
                                                 ---------       ---------

Costs and expenses
 Salaries                                        1,935,709       1,839,074
 Other general, administrative and
  selling expense                                  636,309         645,407
 Depreciation and amortization                     256,268         210,555
 Rent                                               93,805          94,090
 Commissions                                        79,456         155,308
 Cost of equipment and supplies sold               175,190         165,870
                                                 ---------       ---------
                                                 3,176,737       3,110,304
                                                 ---------       ---------
Operating income                                   314,762         508,603
                                                 ---------       ---------
Other (expense) income
 Interest expense                                     -               (786)
 Gain on settlement of debt                           -             20,145
 Interest income                                    54,567          27,852
                                                 ---------       ---------
                                                    54,567          47,211
                                                 ---------       ---------
Net income                                         369,329         555,814

Preferred stock dividend requirement               (56,000)        (56,000)
                                                 ---------       ---------
Income allocable to common shareholders        $   313,329    $    499,814
                                                 =========       =========

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                                      59,474,050      60,495,875
                                                ==========      ==========
</TABLE>


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


                                       F-4
<PAGE>

                United Systems Technology, Inc. and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                        For the Years Ended December 31,
<TABLE>
<S>         <C>       <C>        <C>        <C>       <C>        <C>       <C>


                              Additional           Currency    Purchase
          Capital Stock Issued Paid-In    Accum   Translation    Note
         Preferred  Common     Capital   Deficit  Adjustments Receivable Total
         ---------  ------     -------   -------  ----------- ---------- -----
Balance,
January
 1, 2002  $80,000 $5,617,866 $2,825,554$(6,799,071)$(70,808)$(40,000)$1,613,541
Note
receivable
paid                                                          40,000     40,000
Comprehesive
 income
 Net income                                555,814                      555,814
 Currency
 translation
 adjustments                                         (3,621)             (3,621)
                                                                      ---------
Total
comprehensive
income                                                                  552,193
           ------  ---------  ---------   ---------  -------  ------  ---------
Balance,
December
 31, 2002  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
           ======  =========  =========  =========  =======   ======  =========

</TABLE>

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


                                       F-5
<PAGE>

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


                                                  2003             2002
                                               ===========     ===========
Cash flows in operating activities:
 Net income                                    $   369,329    $    555,814
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depreciation and amortization                   256,268         210,555
   Gain on settlement of debt                         -            (20,145)
   Changes in operating assets and of
    acquisitions:
     Trade accounts receivable                     224,069        (214,043)
     Deposits and other                             22,419          15,877
     Trade accounts payable                         (6,712)         (2,729)
     Accrued expenses                             (138,965)        100,310
     Deferred revenue                             (130,572)         12,826
                                                 ---------       ---------
 Net cash provided by operating activities         595,836         658,465
                                                 ---------       ---------
Cash flows from investing activities:
 Purchases of property and equipment              (135,697)        (56,954)
 Acquisitions of businesses                           -           (215,886)
                                                 ---------       ---------
 Net cash used in investing activities            (135,697)       (272,840)
                                                 ---------       ---------
Cash flows from financing activities:
 Proceeds from payment of stock purchase
  notes receivable                                    -             40,000
 Repayment of notes payable                           -            (10,416)
                                                 ---------       ---------
Net cash provided by financing activities             -             29,584
                                                 ---------       ---------

Effect of exchange rate changes on cash            347,548           2,416
                                                 ---------       ---------

Increase in cash and cash equivalents              807,687         417,625
Cash and cash equivalents, beginning of year     1,800,798       1,383,173
                                                 ---------       ---------
Cash and cash equivalents, end of year         $ 2,608,485    $  1,800,798
                                                 =========       =========


Supplemental disclosure of non-cash investing activities:
                                                                   2002
                                                               ===========

 Acquisition of businesses:
   Assets Acquired                                            $    286,000
   Cash paid for acquisitions                                     (215,886)
                                                                 ---------
   Liabilities assumed                                        $     70,114
                                                                 =========

</TABLE>

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


                                       F-6
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


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-7
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

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-8

<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

1.   Summary of Significant Accounting Policies (Cont'd.):
<TABLE>
<S>                                                      <C>          <C>

                                                            Year Ended
                                                           December 31,
                                                        2003         2002
                                                        ----         ----

   Income allocable to common stockholders            $ 313,329    $ 499,814

   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          123,750      123,750
                                                        -------      -------
   Pro forma income allocable to common stockholders  $ 189,579    $ 376,064
                                                        -------      -------

       Earnings per share:
       Basic and diluted - as reported                  $   .01      $   .01
       Basic and diluted - pro forma                    $   NIL      $   .01
</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-9
<PAGE>
                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

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

     Recent Accounting Pronouncements

     Accounting for Certain Financial Instruments

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
both Liabilities and Equity" ("FAS 150"). FAS 150 establishes  standards for how
an issuer classifies and measures in its statement of financial position certain
financial  instruments with  characteristics of both liabilities and equity. FAS
150 requires that an issuer  classify a financial  instrument that is within FAS
150's  scope as a liability  (or an asset in some  circumstances)  because  that
financial  instrument  embodies  an  obligation  of the  issuer.  Many of  those
instruments were previously  classified as equity. FAS 150 requires an issuer to
classify  the  following   instruments  as   liabilities   (or  assets  in  some
circumstances):  mandatory  redeemable  financial  instruments;  obligations  to
repurchase  the  issuer's  equity  shares by  transferring  assets;  and certain
obligations  to  issue  a  variable  number  of its  equity  shares.  FAS 150 is
effective for all financial  instruments  entered into or modified after May 31,
2003,  and  otherwise  shall be effective at the  beginning of the first interim
period  beginning  after June 15,  2003.  The adoption of FAS 150 did not have a
material effect on the company's consolidated balance sheet.

2.   Acquisitions

     In March 2002, the Company  acquired  substantially  all of the assets from
Advanced Data  Solutions,  Inc. in exchange for $8,000 in cash.  The Company did
not record any goodwill as a result of the transaction.

     In June  2002,  the  Company  acquired  substantially  all of the assets of
Shamrock  Systems,  LLC in exchange  for  approximately  $215,886 in cash.  As a
result of the  acquisition,  which was accounted for as a purchase,  the Company
recorded goodwill of approximately $64,600.

     The acquisition of these businesses  provides  additional  customers to the
Company's  existing customer base and provides an opportunity to generate future
revenues by delivering  future products and services to the acquired  customers.
Operating  results  of  the  acquired  businesses  have  been  included  in  the
consolidated statements of income from the dates of acquisition.

     The  following  unaudited  pro forma  information  presents  the results of
operations of the Company as if the  acquisitions  had taken place on January 1,
2002 (in thousands, except per share data):
<TABLE>
<S>                                                         <C>
                                                        Year ended
                                                        December 31,
                                                            2002
                                                            ----
               Revenues                                    $3,847
               Net income                                  $  568
               Net income per common share                 $  .01

</TABLE>


                                                   F-10


<PAGE>
                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

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

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

                                                   2003           2002
                                                   ----           ----

         Leasehold improvements                $  103,991    $   75,025
         Furniture and fixtures                    84,982        70,847
         Equipment                              1,207,487     1,125,591
                                                ---------     ---------
                                                1,396,460     1,271,463
         Less accumulated depreciation
         and amortization                      (1,186,866)   (1,121,414)
                                                ---------     ---------
                                               $  209,594    $  150,049
                                                =========     =========
</TABLE>

4.   Goodwill and Purchased Software:

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

                                                      Accumulated
                                          Cost        Amortization       Net
         2003
         ----
         Goodwill                     $ 2,002,392     $(1,518,550)   $ 483,842
         Purchased software             1,779,562      (1,199,524)     580,038

         2002
         ----
         Goodwill                     $ 2,002,392     $(1,518,550)   $ 483,842
         Purchased software             1,608,509        (928,906)     679,603
</TABLE>


     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 2003 and
2002.

     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
                                                         -------
                                2004                   $ 179,300
                                2005                   $ 171,000
                                2006                   $ 105,700
                                2007                   $  44,000

</TABLE>

                                      F-11
<PAGE>
                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


5.   Preferred Stock and Subsequent Event:

     The Series B preferred  stock  provides  for: (i) a cumulative  dividend of
$.07 per share per annum,  payable quarterly,  (ii) a liquidation  preference of
$1.00 per share plus  accrued but unpaid  dividends;  (iii) the right to convert
each share plus accrued but unpaid  dividends into common stock;  (iv) the right
to vote on all matters  submitted to a vote of stockholders of the Company;  and
(v) redemption at the Company's  option at a redemption price of $1.00 per share
plus all  accrued  and unpaid  dividends.  As of  December  31, 2003 the 500,000
outstanding  shares of Series B preferred  stock were  entitled to be  converted
into  5,168,995  shares of common stock and were entitled to 5,168,995  votes on
all matters submitted to a vote of stockholders. At December 31, 2003 cumulative
dividends of approximately $533,800 were in arrears.

     The Series E preferred  stock  provides  for: (i) a cumulative  dividend of
$.07 per share per annum,  payable quarterly;  (ii) a liquidation  preference of
$1.00 per share plus  accrued but unpaid  dividends;  (iii) the right to convert
each share plus accrued but unpaid  dividends into common stock;  (iv) the right
to vote on all matters  submitted to a vote of stockholders of the Company;  and
(v) redemption at the Company's  option at a redemption price of $1.00 per share
plus all  accrued  and unpaid  dividends.  As of  December  31, 2003 the 300,000
outstanding  shares of Series E preferred  stock were  entitled to be  converted
into  2,818,685  shares of common stock and were entitled to 2,818,685  votes on
all  matters  submitted  to a  vote  of  stockholders.  At  December  31,  2003,
cumulative dividends of approximately $263,735 were in arrears.

     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.

6.   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,  2003  for a  twenty-four  month  lease  term
commencing  on January 1, 2003 and  expiring on December  31,  2004.  The future
minimum annual lease payments  under these leases are  approximately  $69,090 in
2004 and $32,300 in 2005. Rent expense was $93,805 and $94,090 in 2003 and 2002,
respectively.


                                      F-12
<PAGE>
                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


7.   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 2003 and
2002.

     Additional  information with respect to options outstanding at December 31,
2003,  and the changes for each of the two years in the period then ended was as
follows:
<TABLE>
<S>                                                   <C>           <C>

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

                                                            2002
                                                            ----
                                                                  Weighted
                                                                   Average
                                                                  Exercise
                                                     Shares         Price
                                                     ------         -----
         Outstanding at beginning of year          13,025,000       $.05
         Forfeited                                   (150,000)       .05
                                                   ----------        ---

         Outstanding at end of year                12,875,000       $.05
                                                   ----------        ---

         Options exercisable at December 31, 2002   3,218,750       $.05
                                                   ----------        ---
</TABLE>

     Information  about  stock  options  outstanding  at  December  31,  2003 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                  12,875,000       2.9 years          $.05

</TABLE>

     Stock Purchase Warrants

     At December 31, 2003 and 2002  warrants for 75,000  shares of common stock,
exercisable at $.11 per share and expiring in 2005 were outstanding.

                                      F-13
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


8.   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,
                                                     2003           2002
                                                     ----           ----

  Income allocable to common stockholders         $ 313,329      $ 499,814

  Weighted average shares
   outstanding - basic                           56,178,663     56,178,663
  Effect of dilutive stock
   options and warrants                           3,295,387      4,317,212
                                                 ----------     ----------

  Weighted average shares
   outstanding - diluted                         59,474,050     60,495,875
                                                 ==========     ==========

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

     In 2003 and 2002,  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 2003 and 2002, 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.

9.   Income Taxes:

     At December  31, 2003,  the Company has United  States net  operating  loss
carryforwards  of  approximately   $858,000  and  Canadian  net  operating  loss
carryforwards of approximately  $350,000.  These carryforwards  expire from 2008
through 2011.

     For the years ended December 31, 2003 and 2002 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>

                                                    2003           2002
                                                   Amount         Amount
                                                   ------         ------
      Federal income tax at statutory rate       $ 116,500      $ 193,800
      Other                                         68,600         (6,500)
      Expiration of capital loss carryforwards
       and other tax credits                       283,300           -
      Change in valuation allowance               (468,400)      (187,300)
                                                   -------        -------
                                                 $    -         $    -
                                                   =======        =======
</TABLE>



                                      F-14
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

9.   Income Taxes (Cont'd.):

     Income (loss) before income taxes is comprised of the following:
<TABLE>
<S>                                                    <C>            <C>

                                                    Year ended December 31,
                                                     2003            2002
                                                     ----            ----
               United States                      $ 483,096       $ 494,677
               Canada                              (113,767)         61,137
                                                    -------         -------

                                                  $ 369,329       $ 555,814
                                                    =======         =======
</TABLE>

     The  components  of the  deferred  tax accounts as of December 31, 2003 and
2002 are as follows:
<TABLE>
<S>                                                   <C>             <C>
                                                      2003            2002
                                                      ----            ----
             Deferred tax assets:

              Net operating loss carryforward     $ 625,300       $ 634,600
              Capital loss carryforward                -            212,300
              Deferred revenue                      219,100         234,400
              Accounts payable and
               accrued expenses                      82,800         123,700
              General business tax credits             -             71,000
              Other                                  10,600          10,600
                                                   --------        --------

                  Total deferred tax asset          937,800       1,286,600
                                                   --------        --------

             Deferred tax liabilities:
              Accounts receivable                   111,700          87,500
              Purchased software, property
               and equipment                        466,500         371,100
                                                    -------         -------

             Total deferred tax liability           578,200         458,600
                                                    -------         -------

             Net deferred tax asset before
              valuation allowance                   359,600         828,000

             Less valuation allowance               359,600         828,000
                                                    -------         -------

                  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,  there is no certainty  that the remaining  carryforwards  will be
utilized prior to their expiration.


                                      F-15
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002

10.   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 $21,600 and $19,300
for the years ended December 31, 2003 and 2002, respectively.

11.   Foreign Operations:

     Information  regarding  foreign  operations  as of and for the years  ended
December  31, 2003 and 2002 are as follows.  Sales are  attributed  to countries
based upon the location of the customer.
<TABLE>
<S>                                             <C>             <C>

                                                    Year Ended
                                                   December 31,
                                               2003            2002
                                               ----            ----
           Revenue
            United States                  $ 2,255,363     $ 2,117,350
            Canada                           1,236,136       1,501,557
                                             ---------       ---------

                                           $ 3,491,499     $ 3,618,907
                                             ---------       ---------

                                                    Year Ended
                                                   December 31,
                                               2003            2002
                                               ----            ----
           Long-lived assets
            United States                 $   617,779      $   654,080
            Canada                            678,609          675,535
                                            ---------       ---------

                                          $ 1,296,388      $ 1,329,615
                                            ---------       ---------
</TABLE>




                                      F-16
<PAGE>


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

     On August 26,  2003,  the Audit  Committee of the Board of Directors of the
Company  engaged Hein & Associates LLP as its  independent  accountants  for the
fiscal year ending December 31, 2003. In addition, on August 26, 2003, the Audit
Committee  of the  Board of  Directors  dismissed  Grant  Thornton  LLP  ("Grant
Thornton")  as the  Registrants  independent  accountant.  The  reports of Grant
Thornton on the  Registrant's  consolidated  financial  statements for the years
ended December 31, 2002 and 2001  contained no adverse  opinion or disclaimer of
opinion and were not  qualified  or modified as to  uncertainty,  audit scope or
accounting  principle.  In  connection  with its audits for the two most  recent
fiscal years and through August 26, 2003, there have been no disagreements  with
Grant  Thornton on any matter of accounting  principles or practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the  satisfaction of Grant  Thornton,  would have caused them to
make  reference  thereto  in  their  reports  on the  Registrant's  consolidated
financial statements for such years.

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.



                                       11
<PAGE>


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 October 28, 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,
      Exhibit 10.3)

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  2004 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.


                         UNITED SYSTEMS TECHNOLOGY, INC.



Date: March 29, 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: March 29, 2004                   By: /s/  Thomas E. Gibbs
                                           --------------------
                                           Thomas E. Gibbs,
                                            Chief Executive Officer and
                                            Chairman of the Board
                                           (Principal Executive Officer)

Date: March 29, 2004                   By: /s/  Randall L. McGee
                                           ---------------------
                                           Randall L. McGee,
                                            Secretary, Treasurer and Director
                                           (Principal Financial &
                                            Accounting Officer)

Date: March 29, 2004                   By:  /s/  Scott Burri
                                            ----------------
                                            Scott Burri, Director


Date: March 29, 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
        quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this quarterly report our conclusions about
        the effectiveness of the disclosure controls and procedures as of the
        end of the period covered by this quarterly 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 quarter 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.

Dated:  March 29, 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 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
        quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this quarterly report our conclusions about
        the effectiveness of the disclosure controls and procedures as of the
        end of the period covered by this quarterly 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 quarter 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.

Dated:  March 29, 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  Quarterly  Report  of  United
Systems  Technology,  Inc.  (the  "Company") on Form 10-KSB for the period ended
December  31,  2003 (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:  March 29, 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  Quarterly  Report  of  United
Systems  Technology,  Inc.  (the  "Company") on Form 10-KSB for the period ended
December 31, 2003 (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:  March 29, 2004                 By: /s/  Randall L. McGee
                                          ---------------------
                                          Randall L. McGee, Secretary
                                           and Treasurer
                                          (Principal Financial and
                                           Accounting Office

<PAGE>