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, 2002                                     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, 2002 were
$3,618,907.

     As of March 10, 2003 the  aggregate  market  value of voting  stock held by
non-affiliates of the Registrant was $2,320,155.

     As of March 10,  2003,  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 wholly owned subsidiary, Shamrock Systems.

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, 2002, the Company  generated  approximately
22% of its revenue from the sale of software,  12% from  installation,  training
and customer support, 58% from software  maintenance,  and 8% 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 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 Untied 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 36 full-time  employees,  including its executive
officers.  In addition,  from time to time, the Company  engages the services of
consultants and part-time employees.

Research and Development

     During 2002 and 2001, the Company incurred approximately $100,000 each year
in research and  development  costs related to the  development  of its asyst(R)
product line.

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 2002.

                                        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, 2001                     $0.15                $0.05
   June 30, 2001                      $0.10                $0.05
   September 30, 2001                 $0.10                $0.04
   December 31, 2001                  $0.11                $0.05
   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

</TABLE>

     As of March 10, 2003,  the Company had 446  shareholders  of record and its
common stock had a closing bid price of $.05 per share and a closing asked price
of $.06 per share.

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

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

Results of Operations

     The  Company  derives  its  revenue  from  the  licensing  of its  software
packages,  installation,   training  and  customer  modifications,   maintenance
agreements  and sale of equipment and supplies.  Results of operations  for 2002
include revenues of $3,618,907 resulting in net income before extraordinary item
of  $535,669  as  compared  to  revenues  of  $3,014,631  and net income  before
extraordinary item of $515,675 in 2001.

     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) for Powersports  product line.

                                        6
<PAGE>


The asyst(R) for  Powersports  product line will include  the core  asyst(R)
accounting  modules 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.

     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.  This trend  resulted in an increase in the volume
of licensing activity to new customers of the Company's asyst(R) products during
2002.

     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 and the  percentage  change in those
items from period to period.
<TABLE>
<S>                                          <C>          <C>


                                           Percentage of Revenues
                                           Year Ended December 31,
                                           -----------------------
                                             2002         2001
                                             ----         ----
Revenue
     Software Packages                        22%          13%
     Installation, training and
      customer support                        12%          15%
     Maintenance                              58%          64%
     Equipment and other                       8%           8%
                                             ----         ----
                                             100%         100%

Costs and expenses
     Salaries                                 51%          48%
     Other general administrative
      and selling expense                     20%          22%
     Depreciation and amortization             6%           9%
     Commissions                               4%           1%
     Cost of equipment sold                    5%           4%
                                             ----         ----

     Total costs and expenses                 86%          84%

     Operating income                         14%          16%

     Non-operating income, net                 1%           1%

     Net income                               15%          17%

</TABLE>

                                        7
<PAGE>

2002 vs 2001

     The Company's  total revenue  increased 20% for the year ended December 31,
2002 from  $3,014,631  in 2001 to  $3,618,907  in 2002.  Software  license  fees
increased  97% from  $403,280 in 2001 to  $792,563  in 2002 due, in part,  to an
increase in the  licensing  of the  Company's  asyst(R)  products  during  2002.
Installation,  training and customer support revenue, which does not necessarily
change in  correlation  with the licensing of the Company's  software  products,
decreased 7% from  $456,636 in 2001 to $426,423 in 2002.  This decrease was due,
in part, to a reduction in services  provided the Company's  Canadian  customers
during  2002.  In 2001,  the Company  provided  services  related to  regulatory
changes that were implemented during that period.  Maintenance revenue increased
10% from $1,898,517 in 2001 to $2,086,505 in 2002, due to an increase in revenue
from the  asyst(R)  products  and from the  Shamrock  customers  acquired by the
Company.  Equipment  sales and supplies  increased  22% from $228,408 in 2001 to
$305,310 in 2002 as a result of an increase in the volume of computer  equipment
sold in conjunction with its software products.

     Total costs and expenses  increased  23% for the period ended  December 31,
2002 from $2,533,929 in 2001 to $3,110,304 in 2002. Salary expense increased 28%
from $1,437,828 in 2001 to $1,839,074 in 2002 due, in part, from the addition of
employees related to recent acquisitions and increased incentives resulting from
improved  results of  operations.  Other  general,  administrative  and  selling
expenses  increased 10% from $576,022 in 2001 to $645,407 in 2002 as a result of
increased operating expenses,  primarily as a result of the 2002 acquisition and
the 2001 acquisitions being included in the financial  statements for the entire
year.  Depreciation and amortization expense decreased 23% from $273,038 in 2001
to $210,555 in 2002 resulting from the implementation of SFAS No. 141 that makes
goodwill  and  intangible  assets  with  indefinite  lives no longer  subject to
amortization.  Commission expenses increased from $31,560 in 2001 to $155,308 in
2002 due to the addition of sales staff in 2002 and to a higher  volume of sales
in 2002.  Cost of equipment sold increased 36% from $122,094 in 2001 to $165,870
in 2002 as a result of increased sales of computer equipment in 2002.

Liquidity and Capital Resources

     The  Company  had net cash  provided by  operating  activities  of $658,465
during  2002 as  compared  to $784,708  provided  in 2001.  Cash  provided  from
operations in 2002 was due, in part, to income generated from operations  during
2002.  Net cash of $56,954 was  utilized in 2002 for the  purchase of  equipment
necessary  for the sales,  development  and support of its products and $215,886
was utilized for the acquisition of businesses.

     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 is  currently in arrears in the payment of dividends to holders
of its preferred  stock.  As of December 31, 2002,  dividends were in arrears on
the Series B preferred stock in the amount of $498,800 and on Series E preferred
stock in the amount of $242,735. The Company does not intend to pay dividends in
the foreseeable future.

Contractual Obligations

     The following table sets forth our contractual  obligations at December 31,
2002, for the periods shown:

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

   Contractual                     Within
   Obligations           Total     1 Year   2-3 Years   4-5 Years  Thereafter
   -----------           -----     ------   ---------   ---------  ---------
   Debt                $          $   -     $  -       $   -       $   -
   Operating leases     166,808    67,257    99,551        -           -
   Purchase commitments    -         -         -           -           -
                        -------   -------   -------    -------     -------
   Total contractual
    cash obligations   $166,808   $67,257   $99,551    $   -       $   -
</TABLE>

Recent Accounting Pronouncements

     In June  2001,  the  Financial  Accounting  Standards  Board  approved  for
issuance  Statement  of Financial  Accounting  Standards  No. 142,  Goodwill and
Intangible  Assets,  or SFAS 142, which clarifies the accounting for impairments
to  purchased  goodwill  and  intangible  assets.  Under SFAS 142,  goodwill and
intangible assets with indefinite lives will no longer be amortized, but will be
tested for impairment annually and also in the event of an impairment indicator.
We adopted SFAS 142 on January 1, 2002.

     In November 2002, the FASB issued FASB  Interpretation No. 45, "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others,"  or FIN 45. FIN 45 requires  that upon
issuance of a guarantee,  a guarantor  must  recognize a liability  for the fair
value  of an  obligation  assumed  under  a  guarantee.  FIN  45  also  requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
recognition  provisions  of FIN 45 are effective  for any  guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002.  The adoption of FIN 45 is not  expected to have a material  effect on our
financial position, results of operations, or cash flows.

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                  F-1

Consolidated Financial Statements

    Balance sheets as of December 31, 2002 and 2001                 F-2
    Statements of income for the years
     ended December 31, 2002 and 2001                               F-3
    Statements of stockholders' equity for the years
     ended December 31, 2002 and 2001                               F-4
    Statements of cash flows for the years
     ended December 31, 2002 and 2001                               F-5
    Notes to Consolidated Financial Statements                 F-6 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  sheets of United
Systems Technology,  Inc. and subsidiaries as of December 31, 2002 and 2001, and
the related  consolidated  statements of income,  stockholders'  equity and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.


     We conducted our audits in accordance  with  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 audits  provide a reasonable
basis for our opinion.


     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the consolidated financial position of United Systems
Technology,  Inc. and  subsidiaries  as of December  31, 2002 and 2001,  and the
consolidated  results of their operations and their  consolidated cash flows for
the years  then  ended,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.


     As  discussed  in  Note 4 to the  consolidated  financial  statements,  the
Company adopted  Statement of Financial  Accounting  Standards No. 142 "Goodwill
and Other Intangible Assets" on January 1, 2002.


/s/ GRANT THORNTON LLP

Dallas, Texas
March 24, 2003


                                       F-1
<PAGE>

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

                                                  2002             2001
                                               ===========     ===========

     Assets
Current Assets
 Cash and cash equivalents                     $ 1,800,798    $  1,383,173
 Trade accounts receivable,
  less allowance for doubtful
  accounts of $34,500 in 2002 and 2001           1,118,885         850,189
                                                 ---------       ---------
    Total current assets                         2,919,683       2,233,362

Property and equipment at cost, net                150,049         115,989
Goodwill, net                                      483,842         417,893
Purchased software, net                            679,603         669,428
Deposits and other                                  16,121          31,411
                                                 ---------       ---------
                                                 1,329,615       1,234,721
                                                 ---------       ---------

    Total Assets                               $ 4,249,298    $  3,468,083
                                                 =========       =========

    Liabilities and Stockholders' Equity
Current Liabilities
 Notes payable - related party                 $      -       $     10,416
 Trade accounts payable                             60,732          40,567
 Accrued payroll                                   313,259         191,230
 Accrued interest - related party                     -             19,359
 Other accrued expenses                            157,936         147,250
 Deferred revenue                                1,511,637       1,445,720
                                                 ---------       ---------
    Total current liabilities                    2,043,564       1,854,542

Commitments and contingencies                         -               -

Stockholders' Equity
 Preferred stock, convertible, voting,
  cumulative, par value $.10 per share;
  authorized 5,000,000 shares; issued and
  outstanding, 500,000 shares of Series B,
  300,000 shares of Series E, aggregate
  liqudating preference of $800,000
  ($1.00 per share)in 2002 and 2001                 80,000          80,000
 Common stock, par value $.10 per share;
  authorized 100,000,000 shares; issued
  and outstanding 56,178,663 shares in
  2002 and 2001                                  5,617,866       5,617,866
 Additional paid-in capital                      2,825,554       2,825,554
 Accumulated deficit                            (6,243,257)     (6,799,071)
 Accumulated other comprehensive loss              (74,429)        (70,808)
                                                 ---------       ---------
                                                 2,205,734       1,653,541
Less stock purchase note receivable                   -             40,000
                                                 ---------       ---------
    Total stockholders' equity                   2,205,734       1,613,541
                                                 ---------       ---------

   Total liabilities and stockholders' equity  $ 4,249,298    $  3,468,083
                                                 =========       =========
</TABLE>


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

                                       F-2
<PAGE>

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

                                                  2002             2001
                                               ===========     ===========
Revenue
 Software packages                             $   792,563     $   403,280
 Installation, training and customer support       426,423         456,636
 Maintenance                                     2,086,505       1,898,517
 Equipment sales and supplies                      305,310         228,408
 Other                                               8,106          27,790
                                                 ---------       ---------
                                                 3,618,907       3,014,631
                                                 ---------       ---------
Costs and expenses
 Salaries                                        1,839,074       1,437,828
 Other general, administrative and
  selling expense                                  645,407         576,022
 Depreciation and amortization                     210,555         273,038
 Rent                                               94,090          93,387
 Commissions                                       155,308          31,560
 Cost of equipment and supplies sold               165,870         122,094
                                                 ---------       ---------
                                                 3,110,304       2,533,929
                                                 ---------       ---------
Operating income                                   508,603         480,702
                                                 ---------       ---------

Other (expense) income
 Interest expense                                     (786)           (844)
 Interest income                                    27,852          35,817
                                                 ---------       ---------
                                                    27,066          34,973
                                                 ---------       ---------

Income before extraordinary item                   535,669         515,675

Extraordinary gain on settlement of debt            20,145           3,716
                                                 ---------       ---------

Net income                                         555,814         519,391

Preferred stock dividend requirement               (56,000)        (56,000)
                                                 ---------       ---------
Income allocable to common shareholders        $   499,814     $   463,391
                                                 =========       =========

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

Weighted average number of common
 shares outstanding
      Basic                                     56,178,663      56,178,663
                                                ==========      ==========
      Diluted                                   60,495,875      58,771,420
                                                ==========      ==========
</TABLE>


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

                                       F-3
<PAGE>

                United Systems Technology, Inc. and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                        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, 2001  $80,000 $5,617,866 $2,816,554 $(7,318,462)$(4,480)$(40,000)$1,151,478
Deferred
compensation
expense                           9,000                                   9,000
Comprehesive
 income
 Net income                                 519,391                     519,391
 Currency
 translation
 adjustments                                        (66,328)            (66,328)
Total
 comprehensive                                                          -------
 income                                                                 453,063
           ------  ---------  ---------   ---------  -------  ------  ---------
Balance,
 December
 31, 2001  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
           ======  =========  =========   =========   ======  ======  =========
</TABLE>

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

                                       F-4


<PAGE>

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

                                                  2002             2001
                                               ===========     ===========

Cash flows in operating activities:
 Net income                                    $   555,814     $   519,391
  Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depreciation and amortization                   210,555         273,038
   Deferred compensation                              -              9,000
   Extraordinary gain on settlement of debt        (20,145)         (3,716)
  Changes in operating assets and
   liabilities, net of effect of acquisitions:
    Trade accounts receivable                     (214,043)       (220,911)
    Deposits and other                              15,877          13,640
    Trade accounts payable                          (2,729)         (4,179)
    Accrued expenses                               100,310          79,007
    Deferred revenue                                12,826         119,438
                                                 ---------       ---------
Net cash provided by operating activities          658,465         784,708
                                                 ---------       ---------
Cash flows from investing activities:
 Purchases of property and equipment               (56,954)        (35,784)
 Acquisitions of businesses                       (215,886)       (132,065)
                                                 ---------       ---------
Net cash used in investing activities             (272,840)       (167,849)
                                                 ---------       ---------
Cash flows from financing activities:
 Proceeds from payment of stock purchase
  notes receivable                                  40,000            -
 Repayment of notes payable                        (10,416)         (1,000)
                                                 ---------       ---------
Net cash provided by (used in)
 financing activities                               29,584          (1,000)
                                                 ---------       ---------

Effect of exchange rate changes on cash              2,416         (46,926)
                                                 ---------       ---------
Increase (decrease) in cash and cash
 equivalents                                       417,625         568,933
Cash and cash equivalents, beginning of year     1,383,173         814,240
                                                 ---------       ---------
Cash and cash equivalents, end of year         $ 1,800,798     $ 1,383,173
                                                 =========       =========

Supplemental disclosure of non-cash
 investing activities:

 Acquisition of businesses:
  Assets Acquired                              $   286,000     $   532,984
  Cash paid for acquisitions                      (215,886)       (132,065)
                                                 ---------       ---------
  Liabilities assumed                          $    70,114     $   400,919
                                                 =========       =========
</TABLE>


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

                                       F-5
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

1.  Summary of Significant Accounting Policies:

    Nature of Operations

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

    Principles of Consolidation

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

    Cash Equivalents

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

    Allowance for Doubtful Accounts and Concentration of Credit Risk

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

    Property and Equipment

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

    Goodwill and Purchased Software

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

                                       F-6
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

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,  accounts  payable and debt,
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.  Stock  expense in 2001 is the result of options  issued with an exercise
price below the underlying stock's market price. The following table illustrates
the effect on net income and  earnings  per share if the Company had applied the
fair  value  recognition  provisions  for FASB  Statement  123,  Accounting  for
Stock-Based  Compensation,  using the  assumptions  described  in Note 7, to its
stock-based employee plans.

                                       F-7
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

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

                                                         Year Ended
                                                         December 31,
                                                       2002        2001
                                                       ----        ----
    Income allocable to common stockholders        $ 499,814   $ 463,391

    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     118,644
                                                     -------     -------
    Pro forma net income                           $ 376,064   $ 344,747
                                                     -------     -------
    Earnings per share:
     Basic and diluted - as reported               $     .01   $     .01
     Basic and diluted - pro forma                 $     .01   $     .01
</TABLE>

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

    Accumulated Other Comprehensive Income

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

    Use of Estimates

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

                                       F-8
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

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

    Recent Accounting Pronouncements

    Accounting for Debt Extinguishments

     In April 2002, the FASB issued Statement 145, Rescission of FASB Statements
4, 44 and 64, Amendment of FASB 13, and Technical  Corrections (SFAS 145). Among
other  provisions,  SFAS 145 rescinds  FASB 4,  Reporting  Gains and Losses from
Extinguishment of Debt. Accordingly, gains and losses from the extinguishment of
debt should not be reported as  extraordinary  items  unless the  extinguishment
qualifies  as  an  extraordinary  item  under  certain  criteria  of  Accounting
Principles Board Opinion 30, Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual and
Infrequently  Occurring Events and Transactions  (APB 30). Gains and losses from
extinguishment  of debt,  which do not meet the  criteria  of APB 30,  should be
reclassified  to  income  from  continuing   operations  in  all  prior  periods
presented.  The  provisions  of SFAS  145 will be  effective  for  fiscal  years
beginning after May 15, 2002.  Upon adoption,  the Company  anticipates  that it
will  reclassify  gains  on  early  extinguishment  of debt  and  related  taxes
previously  recorded as  extraordinary  items to other income and  provision for
taxes, respectively.

    Stock-Based Employee Compensation

     In December 2002, the FASB issued Statement 148 (SFAS 148),  Accounting for
Stock- Based  Compensation  - Transition  and  Disclosure:  An Amendment of FASB
Statement  123 (SFAS  123),  to provide  alternative  transition  methods  for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee compensation.  In addition, SFAS 148 amends the disclosure requirements
for SFAS 123 to require  prominent  disclosures in annual  financial  statements
about the method of accounting for stock-based employee compensation and the pro
forma  effect on reported  results of applying  the fair value based  method for
entities that use the intrinsic value method of accounting. The pro forma effect
disclosures are also required to be prominently  disclosed in interim  financial
statements.  This  statement  is  effective  for  financial  years  ending after
December 15, 2002 and is effective for financial  reports  containing  condensed
financial statements for interim periods beginning after December 15, 2002, with
earlier  application  permitted.  The Company does not plan a change to the fair
value based method of accounting for stock-based  employee  compensation and has
included the disclosure  requirements of SFAS 148 in the accompanying  financial
statements.

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.

                                       F-9
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

2.  Acquisitions (Cont'd.):

     The  following  unaudited  pro forma  information  presents  the results of
operations  of the  Company  as if  the  acquisitions  had  taken  place  in the
beginning of each period presented (in thousands, except per share data):
<TABLE>
<S>                                                     <C>       <C>

                                                          Year Ended
                                                         December 31,
                                                       2002        2001
                                                       ----        ----
    Revenues                                       $   3,847   $   3,095
    Net income                                     $     568   $     535
    Net income per common share                          .01         .01
</TABLE>

     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 these
dates or of results which may occur in the future.

3.  Property and Equipment:
<TABLE>
<S>                                                    <C>         <C>
                                                       2002        2001
                                                       ----        ----
    Leasehold improvements                       $    75,025  $   74,995
    Furniture and fixtures                            70,847      59,257
    Equipment                                      1,125,591   1,056,581
                                                   ---------   ---------
                                                   1,271,463   1,190,793
    Less accumulated depreciation
     and amortization                             (1,121,414) (1,074,804)
                                                   ---------   ---------
                                                 $   150,049  $  115,989
                                                   =========   =========
</TABLE>

 4. Goodwill and Purchased Software:

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

                                                Accumulated
                                     Cost       Amortization       Net
         2002
         ----
         Goodwill                $ 2,002,392    $(1,518,550)    $483,842
         Purchased software        1,608,509       (928,906)     679,603

         2001
         ----
         Goodwill                $ 1,936,027    $(1,518,134)    $417,893
         Purchased software        1,433,565       (764,137)     669,428
</TABLE>


                                      F-10
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

4.  Goodwill and Purchased Software (Cont'd.):

     In  contrast to  accounting  standards  in effect  during  2001,  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.  The  information
presented below reflects  adjustments to information reported for the year ended
December 31, 2001 as if SFAS 142 has been applied in the year.  The  adjustments
include the effects of not amortizing goodwill and  indefinite-lived  intangible
assets and the modification in the estimated  useful lives of intangible  assets
with finite lives.
<TABLE>
<S>                                                     <C>        <C>

                                                         Year Ended
                                                         December 31,
                                                       2002        2001
                                                       ----        ----

    Reported net income                            $ 555,814   $ 519,391

    Add:  Goodwill amortization                         -         94,470
                                                     -------     -------
    Adjusted net income                            $ 555,814   $ 613,860
                                                     -------     -------
    Basic and diluted earnings per share:
     Reported net income                           $     .01   $     .01
     Goodwill amortization                                -          -
                                                     -------     -------
     Adjusted net income                           $     .01   $     .01
                                                     =======     =======
</TABLE>

     Goodwill is tested for impairment annually. Additionally, no changes in the
carrying  amount of goodwill  occurred for the years ended  December 31 2002 and
2001.

     Estimated amortization expense for each of the years ending December 31, is
as follows:
<TABLE>
<S>                                                   <C>
                                              Estimated Amortization
                                                     Expense
                                                     -------
                                 2003              $ 179,600
                                 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, 2002 and 2001

5.  Preferred Stock:

     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, 2002 the 500,000
outstanding  shares of Series B preferred  stock were  entitled to be  converted
into  4,993,995  shares of common stock and were entitled to 4,993,995  votes on
all matters submitted to a vote of stockholders. At December 31, 2002 cumulative
dividends of approximately $498,800 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, 2002 the 300,000
outstanding  shares of Series E preferred  stock were  entitled to be  converted
into  2,713,685  shares of common stock and were entitled to 2,713,685  votes on
all  matters  submitted  to a  vote  of  stockholders.  At  December  31,  2002,
cumulative dividends of approximately $242,735 were in arrears.

6.  Commitments and Contingencies:

    Operating Leases

     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  $67,200 in
2003,  $67,200 in 2004 and $32,300 in 2005. Rent expense was $94,090 and $93,387
in 2002 and 2001, respectively.

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 2002.

                                      F-12
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

7.  Common Stock Options and Warrants (Cont'd.):

     Additional  information with respect to options outstanding at December 31,
2002,  and the changes for each of the two years in the period then ended was as
follows:
<TABLE>
<S>                                                  <C>         <C>

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

    Weighted average fair value per share
     of options granted                                           $.05
                                                                   ---
                                                          2001
                                                  ---------------------
                                                                Weighted
                                                                Average
                                                                Exercise
                                                  Shares         Price
                                                  ------        --------

    Outstanding at beginning of year            10,910,000        $.05
    Granted                                     13,025,000         .05
    Forfeited                                  (10,910.000)        .05
                                                ----------         ---

    Outstanding at end of year                  13,025,000        $.05
                                                ----------         ---

    Options exercisable at December 31, 2001         -              -
                                                ----------         ---

    Weighted average fair value per share
     of options granted                                           $.05
                                                                   ---
</TABLE>


    Information about stock options outstanding at December 31, 2002
     is summarized as follows:
<TABLE>
<S>         <C>                   <C>            <C>               <C>

                                            Options Outstanding
                                --------------------------------------------
                                            Weighted Average
                                               Remaining         Weighted
                                 Number       Contractual        Average
    Range of Exercise Prices   Outstanding       Life         Exercise Price
    ------------------------   -----------  ---------------   --------------
             $.05              12,875,000      3.9 years          $.05

</TABLE>

                                      F-13
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

7.  Common Stock Options and Warrants (Cont'd.):

    Stock Purchase Warrants

     At December 31, 2002 and 2001  warrants for 75,000  shares of common stock,
exercisable at $.11 per share and expiring in 2005 were outstanding.

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,
                                                         2002        2001
                                                         ----        ----
    Income allocable to common stockholders          $ 499,814   $ 463,391

    Weighted average shares outstanding - basic     56,178,663  56,178,663
    Effect of dilutive stock options and warrants    4,317,212   2,592,757
                                                    ----------  ----------

    Weighted average shares outstanding - diluted   60,495,875  58,771,420
                                                    ==========  ==========

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

     In 2002 and 2001,  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 2002 and 2001, 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, 2002,  the Company has United  States net  operating  loss
carryforwards  of  approximately  $1,192,000  and  Canadian net  operating  loss
carryforwards of approximately  $400,000.  These carryforwards  expire from 2008
through  2011.  Additionally,  the Company has  approximately  $71,000 in unused
general  business tax credits  available to directly  offset  future  income tax
liabilities  and  $624,000 in capital  loss  carryforwards  available  to offset
future capital gains.

     For the years ended December 31, 2002 and 2001 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>

                                                   2002           2001
                                                  Amount         Amount
                                                  ------         ------
    Federal income tax at statutory rate        $ 193,800      $ 176,600
    Amortization of goodwill                         -            21,320
    Other                                          (6,500)        (3,580)
    Change in valuation allowance                (187,300)      (201,500)
                                                  -------        -------
                                                $    -         $    -
                                                  =======        =======
</TABLE>

                                      F-14
<PAGE>

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

9.  Income Taxes (Cont'd.):

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

                                                  Year ended December 31,
                                                    2002          2001
                                                    ----          ----
    United States                               $ 494,677     $ 391,638
    Canada                                         61,137       127,753
                                                  -------       -------
                                                $ 555,814     $ 519,391
                                                  =======       =======
</TABLE>

     The  components  of the  deferred  tax accounts as of December 31, 2002 and
2001 are as follows:
<TABLE>
<S>                                                 <C>            <C>

                                                    2002          2001
                                                    ----          ----

    Deferred tax assets:
    -------------------
     Net operating loss carryforward            $ 634,600     $ 741,100
     Capital loss carryforward                    212,300       212,300
     Deferred revenue                             234,400       188,000
     Accounts payable and accrued expenses        123,700        91,900
     General business tax credits                  71,000        71,000
     Other                                         10,600        10,600
                                                ---------     ---------

    Total deferred tax asset                    1,286,600     1,314,900
                                                ---------     ---------

    Deferred tax liabilities:
    ------------------------
    Accounts receivable                            87,500       103,000
    Purchased software, property and equipment    371,100       196,600
                                                ---------     ---------

    Total deferred tax liability                  458,600       299,600
                                                ---------     ---------
    Net deferred tax asset before
     valuation allowance                          828,000     1,015,300

    Less valuation allowance                      828,000     1,015,300
                                                ---------     ---------

    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, 2002 and 2001

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 $19,300 and $12,500
for the years ended December 31, 2002 and 2001, respectively.

11.      Foreign Operations:

         Information regarding foreign operations as of and for the years ended
December 31, 2002 and 2001 are as follows. Sales are attributed to countries
based upon the location of the customer.
<TABLE>
<S>                                                     <C>         <C>

                                                          Year Ended
                                                         December 31,
                                                       2002         2001
                                                       ----         ----
    Revenue
     United States                                 $ 2,117,350  $ 1,520,585
     Canada                                          1,501,557    1,494,046
                                                     ---------    ---------

                                                   $ 3,618,907  $ 3,014,631
                                                     ---------    ---------

                                                          Year Ended
                                                         December 31,
                                                       2002         2001
                                                       ----         ----
    Long-lived assets
     United States                                 $   654,080   $   431,230
     Canada                                            675,535       803,491
                                                     ---------     ---------

                                                   $ 1,329,615   $ 1,234,721
                                                     ---------     ---------
</TABLE>

                                      F-16

<PAGE>

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

     The Company has had no disagreements with its Independent  Certified Public
Accountants on accounting and financial disclosure matters.


                                    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  2003 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  2003 Annual  Meeting of
Shareholders under the caption  "Management  Compensation."  Such information is
incorporated herein by reference therefrom.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required  by this  item  is set  forth  in the  Company's
definitive  proxy  statement  relating to the Company's  2003 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  2003 Annual  Meeting of
Shareholders under the caption "Certain Relationships and Related Transactions."
Such information is incorporated herein by reference therefrom.


                                       11
<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)

                                       12
<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)


                                       13
<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)

  99.1 Certification of Chief Executive Officer

  99.2 Certification of Chief Financial Officer

                                       14

<PAGE>

    (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  Controls and Procedures

Controls and Procedures

     Within the 90 days prior to the date of 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.

                                       15
<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 27, 2003                     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 27, 2003                     By: /s/  Thomas E. Gibbs
                                             --------------------
                                             Thomas E. Gibbs,
                                             Chief Executive Officer and
                                             Chairman of the Board
                                             (Principal Executive Officer)

Date: March 27, 2003                     By: /s/  Randall L. McGee
                                             ---------------------
                                             Randall L. McGee,
                                             Secretary, Treasurer and Director
                                             (Principal Financial &
                                              Accounting Officer)


Date: March 27, 2003                     By: /s/  Scott Burri
                                             -----------------
                                             Scott Burri, Director


Date: March 27, 2003                     By: /s/  Earl Cohen
                                             ---------------
                                             Earl Cohen, Director


                                       16
<PAGE>

                                               Certifications
I, Thomas E. Gibbs, certify that:

     1. I have  reviewed  this annual  report on Form  10-KSB of United  Systems
Technology, Inc.;

     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-14 and 15d-14) for the registrant and we have:

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

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, 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  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's  other certifying  officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 27, 2003            By: /s/  Thomas E. Gibbs
                                   --------------------
                                    Thomas E. Gibbs
                                    President and Chief Executive Officer


<PAGE>


I, Randall L. McGee, certify that:

     1. I have  reviewed  this annual  report on Form 10- KSB of United  Systems
Technology, Inc.;

     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-14 and 15d-14) for the registrant and we have:

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

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, 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  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's  other certifying  officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 27, 2003            By: /s/  Randall L. McGee
                                    ---------------------
                                    Randall L. McGee
                                    Vice President and Chief Financial Officer

<PAGE>

                                  Exhibit 99.1

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

     This  certification  is  furnished  solely  pursuant  to Section 906 of the
Sarbanes-Oxley  Act of 2002 and  accompanies the Annual Report of United Systems
Technology,  Inc. (the  "Company") on Form 10-KSB for the period ended  December
31, 2002 (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 27, 2003            By: /s/  Thomas E. Gibbs
                                   --------------------
                                   Thomas E. Gibbs, President
                                   and Chairman of the Board
                                   (Principal Executive Officer)

<PAGE>

                                  Exhibit 99.2

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


     This  certification  is  furnished  solely  pursuant  to Section 906 of the
Sarbanes-Oxley  Act of 2002 and  accompanies the Annual Report of United Systems
Technology,  Inc. (the  "Company") on Form 10-KSB for the period ended  December
31, 2002 (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 27, 2003            By: /s/  Randall L. McGee
                                    ---------------------
                                   Randall L. McGee, Secretary and Treasurer
                                   (Principal Financial and Acounting Officer)



<PAGE>