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, 2001                          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 _____.

     As of March 15, 2002 the aggregate market value of voting stock held by
non-affiliates of the Registrant was $4,736,191.

     As of March 15, 2002, 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 2001 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


                                          1




                                     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 governments.  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.

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.
The software applications of the Company are offered through its LegacyTM,
QuestTM, asystTM, CPSTM, Auto AdminTM and MASTM 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 asystTM product line operates in a single user or network
Windows environment.  The CPSTM and MASTM 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, tax
     billing and comprehensive financial report writer.

     Public Works

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


                                          2

     General Administration

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

     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 significantly enhance the competitiveness of
itscomprehensive software offering.  These products are marketed under the
asystTM 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 Mater 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 asystTM product
line to add to its existing asystTM offerings.

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.







                                          3
     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, 2001, the Company generated
approximately 13% of its revenue from the sale of software, 15% from
installation, training and customer support, 63% from software maintenance,
and 9% from equipment and supplies sales.

Marketing

     The Company markets its products on a nationwide basis.  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, Lakota, North Dakota, Lexington, Kentucky and
London, Ontario.

     The Company's customers are primarily municipal governments with
populations between 1,000 and 100,000, county governments, police
departments, emergency medical services providers and municipal court
systems.  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 or Director of Finance.  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 24% 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 new asystTM product
line, has a positive impact on its competitive status.

                                          4
Employees

     The Company presently has 29 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 2001 and 2000, the Company incurred approximately $100,000 each
year in research and development costs related to the development of its
asystTM 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
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.


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 1,530
square foot facility at 747 Hyde Park Road, Suite 219, London, ON, N6H 3S3.
The lease for this facility was entered into on July 1, 2000 for a twenty-
four month lease term commencing on July 1, 2000 and expiring on June 30,
2002.

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 2001.













                                          5
                                 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.

                                            High               Low
            Quarter Ended                 Bid Price          Bid Price
            _____________                 _________          _________
            March 31, 2000                   $0.56              $0.10
            June 30, 2000                    $0.30              $0.10
            September 30, 2000               $0.13              $0.08
            December 31, 2000                $0.10              $0.04
            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

     As of March 15 2002, the Company had 450 shareholders of record and its
common stock had a closing bid price of $.10 per share and a closing asked
price of $.10 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
2001 include revenues of $3,014,631 resulting in net income before
extraordinary item of $515,675 as compared to revenues of $1,959,601 and net
income before extraordinary item of $214,241 in 2000.

     During 2001, the Company acquired the Municipal Application Suite (MAS)
software assets from Ever America Corporation.  The MAS product line
generates approximately $400,000 of annual maintenance revenue.

     The Company has completed the development of several new software
products, which significantly enhance the competitiveness of its
comprehensive software offering.  These products are marketed under the
asystTM brand name,



                                          6

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 asystTM product line.

     The Company believes its asystTM 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 asystTM products during 2001.  The Company also offered additional
modules to its Auto AdminTM and MASTM customers during 2001.

     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.

                                    Percentage of Revenues
                                    Year Ended December 31,
                                     2001                       2000
Revenue
       Software Packages              13%           12%
Installation, training and
        customer support              15%            8%
       Maintenance                    64%           68%
Equipment and other                    8%           12%
                                     ____          ____
                                     100%          100%

Costs and expenses
       Salaries                       48%           51%
Other general administrative
        and selling expense           22%           25%
       Depreciation and amortization   9%            9%
       Commissions                     1%            -%
       Cost of equipment sold          4%            6%

       Total costs and expenses       84%           91%

       Operating income               16%            9%

       Non-operating income (expense)  1%            1%

Income before
        extraordinary items           17%           10%

       Extraordinary item              -%            6%

Net income                            17%           16%


                                          7

2001 vs 2000

     The Company's total revenue increased 54% for the year ended December
31, 2001 from $1,959,601 in 2000 to $3,014,631 in 2001.  Software license
fees increased 75% in 2001 due, in part, to an increase in the licensing of
the Company's asystTM products and sales of additional modules to its Auto
AdminTM and MASTM customers during 2001.  Installation, training and
customer support revenue increased 205% in 2001 due, in part, to services
provided the Company's Canadian customers related to regulatory changes that
were implemented during the quarter and an increase in training services
provided to its customers.  Maintenance revenue increased 41% in 2001, due
to an increase in revenue from the CPS, Auto AdminTM and MASTM customers
acquired by the Company.  The maintenance revenue from these acquired
product lines represented approximately $600,000 in additional revenue in
2001 as compared to 2000.  This increase was partially offset by a reduction
in maintenance from its LegacyTM and QuestTM customers.  Equipment sales and
supplies increased 8% as a result of an increase in the volume of computer
equipment sold in conjunction with its software products.

     Total costs and expenses increased 43% for the period ended December
31, 2001 from $1,774,662 in 2000 to $2,533,929 in 2001. Salary expense
increased 43% in 2001 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 42% in 2001 as a result of increased operating expenses, primarily
as a result of the 2001 acquisition and the 2000 acquisitions being included
in the financial statements for the entire year.  Depreciation and
amortization expense increased 59% in 2001 due to the addition of assets
related to the CPS, Auto Admin and MAS acquisitions.  Commission expenses
increased from $9,077 in 2000 to $31,560 in 2001 as a result of the
increased licensing of the Company's software products in 2001.  Cost of
equipment sold increased 7% in 2001 as a result of increased sales of
computer equipment in 2001.

Liquidity and Capital Resources

     The Company had net cash provided by operating activities of $784,708
during 2001 as compared to $177,198 provided in 2000.  This increase in cash
provided in 2001 was due, in part, to the improved results of operations
during 2001.  Net cash of $35,784 was utilized in 2001 for the purchase of
equipment necessary for the sales, development and support of its products
and $132,065 was utilized for the purchase of the MAS assets.

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

     The Company is currently in arrears in the payment of dividends to
holders of its preferred stock.  As of December 31, 2001, dividends were in
arrears on the Series B preferred stock in the amount of $463,900 and on
Series E preferred stock in the amount of $221,735.  The Company does not
intend to pay dividends in the foreseeable future.

New Accounting Pronouncements Not Yet Adopted

     In June 2001, the Financial Accounting Standards Board approved for
issuance Statement of Financial Accounting Standards No. 141 (SFAS 141),
Business Combinations.  This standard eliminates the pooling method of
accounting for business combinations initiated after June 30, 2001.  In
addition, SFAS 141 addresses the accounting for intangible assets and
goodwill acquired in a business combination.  This portion of SFAS 141 is
effective for business combinations completed after June 30, 2001.  The
Company does not expect SFAS 141 to have a material effect on the Company's
financial position, results of operations or cash flows.

                                          8
     In June 2001, the Financial Accounting Standards Board approved for
issuance Statement of Financial Accounting Standards No. 142 (SFAS 142),
Goodwill and Intangible Assets, 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.  SFAS 142 is effective for fiscal years
beginning after December 31, 2001..  The Company expects that the adoption
of SFAS 142 will increase annual operating income by approximately $90,000.
The Company adopted SFAS 142 on January 1, 2002.

     In August 2001, the Financial Accounting Standards Board approved for
issuance Statement of Financial Accounting Standards No. 144 (SFAS 144),
Accounting for the Impairment or Disposal of Long-Lived Assets.  This
standard addresses financial accounting and reporting for the impairment or
disposal of long-lived assets.  This standard establishes a single
framework, based on Statement of Financial Accounting Standards No. 121
(SFAS121), Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of, for long-lived assets to be disposed of by
sale and resolves certain implementation issues related to SFAS 121.  SFAS
144 is effective for fiscal years beginning after December 15, 2001.  The
Company does not expect SFAS 144 to have a material effect on the Company's
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

ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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



                                                                  Pages

Report of Independent Certified Public Accountants                  11

Consolidated Financial Statements

     Balance sheets as of December 31, 2001 and 2000                12
     Statements of income for the years
          ended December 31, 2001 and 2000                          13
     Statements of stockholders' equity for the years
          ended December 31, 2001 and 2000                          14
     Statements of cash flows for the years
          ended December 31, 2001 and 2000                          15
     Notes to Consolidated Financial Statements                     16-24










































                                          10

              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, 2001 and 2000,
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, 2001 and 2000,
and the consolidated results of their operations and their consolidated cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.



/s/ GRANT THORNTON LLP

Dallas, Texas
February 8, 2002























                                          11


                  United Systems Technology, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                           December 31, 2001 and 2000

          Assets                                       2001         2000
                                                     ========     ========
Current Assets
  Cash and cash equivalents                        $ 1,383,173    $ 814,240
  Trade accounts receivable, less allowance for
  doubtful accounts of $34,500 in 2001 and
  $32,000 in 2000                                      850,189      574,073
                                                    __________    _________
       Total current assets                          2,233,362    1,388,313
                                                    __________    _________
Property and equipment at cost, net                    115,989      119,295
Goodwill, net                                          417,893      457,731
Purchased software, net                                669,428      453,967
Deposits and other                                      31,411       45,702
                                                    __________    _________
                                                     1,234,721    1,076,695
                                                    __________    _________
       Total Assets                                 $3,468,083   $2,465,008
                                                    ==========   ==========
           Liabilities and Stockholders' Equity
Current Liabilities
   Notes payable - related party                       $10,416      $12,499
   Trade accounts payable                               40,567       47,597
   Accrued payroll                                     191,230       92,381
   Accrued interest - related party                     19,359       22,127
   Other accrued expenses                              147,250      100,018
   Deferred revenue                                  1,445,720    1,038,908
                                                    __________    _________
     Total current liabilities                       1,854,542    1,313,530


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 2001 and 2000        80,000       80,000
Common stock, par value $.10 per share;
  authorized 100,000,000 shares; issued and
  outstanding 56,178,663 shares in 2001 and 2000     5,617,866    5,617,866
Additional paid-in capital                           2,825,554    2,816,554
Accumulated deficit                                 (6,799,071)  (7,318,462)
Accumulated other comprehensive income                 (70,808)      (4,480)
                                                    __________    _________
                                                     1,653,541    1,191,478
Less stock purchase note receivable                     40,000       40,000
                                                    __________    _________
                 Total stockholders' equity          1,613,541    1,151,478
                                                    __________    _________

      Total liabilities and stockholders' equity    $3,468,083   $2,465,008

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








                                     12

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

                                                      2001          2000
                                                     ======        ======
Revenue
  Software packages                                 $403,280       $229,916
  Installation, training and customer sup            456,636        149,572
  Maintenance                                      1,898,517      1,342,521
  Equipment sales and supplies                       228,408        225,066
  Other                                               27,790         12,526
                                                   _________      _________
                                                   3,014,631      1,959,601
                                                   _________      _________
Costs and expenses
  Salaries                                         1,437,828      1,007,271
  Other general, administrative and selli            576,022        405,383
  Depreciation and amortization                      273,038        171,895
  Rent                                                93,387         66,816
  Commissions                                         31,560          9,077
  Cost of equipment and supplies sold                122,094        114,220
                                                   _________      _________
                                                   2,533,929      1,774,662
                                                   _________      _________
Operating income                                     480,702        184,939
                                                   _________      _________

Other (expense) income
  Interest expense                                      (844)        (1,679)
  Interest income                                     35,817         30,981
                                                  __________      _________
                                                      34,973         29,302
                                                  __________      _________
Net income before extraordinary item                 515,675        214,241

Extraordinary gain on settlement of debt               3,716        111,852
                                                  __________      _________
Net income                                           519,391        326,093

Preferred stock dividend requirement                 (56,000)       (56,000)
                                                  __________      _________
Income allocable to common shareholders             $463,391       $270,093
                                                  ==========      =========
Net income per common share before
  extraordinary item                                   $0.01          $0.01
Extraordinary gain on settlement of debt                NIL             NIL
                                                  __________      _________
Net income per common share after
  extraordinary item                                   $0.01          $0.01
                                                  ==========      =========
Weighted average number of common
 shares outstanding
  Basic                                           56,178,663     48,930,152
                                                 ===========    ===========
  Diluted                                         58,771,420     53,121,207
                                                 ===========    ===========

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









                                     13
                               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>
                                                                                   Stock
                                              Additional               Currency    Purchase
                        Capital Stock Issued   Paid-In    Accumulate   Translation   Note
                         Preferred   Common    Capital     Deficit     Adjustment  Receivable       Total
                         _________   ______    _______     _______    ___________  __________       _____
Balance, January 1, 2000 $80,000   $5,156,908 $3,097,457  $(7,644,555)   $    0    $(40,000)     $649,810

 Exercise of stock
  options and warrants                460,958   (298,903)                                         162,055
 Deferred compensation
  expense                                         18,000                                            18,000
 Comprehesive income
   Net income                                                 326,093
    326,093
   Currency translation
     adjustments                                                          (4,480)                  (4,480)
                                                                                                 ________
 Total comprehensive income                                                                       321,613
                        ________    _________  _________   __________     ______     _______     ________
Balance, December 31,
         2000            $80,000   $5,617,866 $2,816,554  $(7,318,462)   $(4,480)   $(40,000)  $1,151,478

 Deferred compensation                             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,  $  80,000   $5,617,866 $2,825,554  $(6,799,071)  $(70,808)   $(40,000)  $1,613,541
         2001          =========    =========  =========  ==========     =======    =========   =========
</TABLE>




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





                                             14
             United Systems Technology, Inc. and Subsidiaries
                    Consolidated Statements of Cash Flows
                       For the Years Ended December 31,

                                                     2001           2000
                                                    ======         ======
Cash flows in operating activities:

  Net income                                    $  519,391       $  326,093

  Adjustments to reconcile net income
    to net cash provided by operating activities:
      Depreciation and amortization                273,038          171,895
      Deferred compensation                          9,000           18,000
      Extraordinary gain on settlement of debt      (3,716)        (111,852)
      Changes in operating assets and liabilities,
       net of effect of acquisitions:
          Trade accounts receivable               (220,911)        (120,371)
          Deposits and other                        13,640          (26,730)
          Trade accounts payable                    (4,179)         (36,306)
          Accrued expenses                          79,007          (88,985)
          Deferred revenue                         119,438           45,454
                                                  ________         ________
Net cash provided by operating activities         $784,708         $177,198
                                                  ________         ________
Cash flows from investing activities:
  Property and equipment additions                 (35,784)         (33,411)
  Sale of property and equipment                        -            30,500
  Acquisitions of businesses                      (132,065)        (438,973)
                                                 _________         ________
Net cash used in investing activities             (167,849)        (441,884)
                                                 _________         ________
Cash flows from financing activities:
  Exercise of common stock options                      -           162,055
  Payment of notes payable                         (1,000)           (5,000)
                                                 ________          ________
Net cash provided by financing activities          (1,000)          157,055

Effect of exchange rate changes on cash           (46,926)             (967)
                                                 ________          ________
Increase (decrease) in cash and cash equivalents  568,933          (108,598)
Cash and cash equivalents, beginning of year      814,240           922,838
                                                 ________          ________
Cash and cash equivalents, end of year         $1,383,173         $ 814,240
                                               ==========         =========
Supplemental disclosure of cash paid during
 the year for interest:                        $       -          $   1,679
                                               __________         _________
Supplemental disclosure of non-cash
 investing activities:

  Acquisition of businesses:
        Assets Acquired                          $532,984         $ 996,505
        Cash paid for acquisitions               (132,065)         (438,973)
                                                 ________         _________
        Liabilities assumed                     $ 400,919         $ 557,532
                                                =========         =========

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








                                        15

                 UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
               Notes to CONSOLIDATED Financial Statements
                         December 31, 2001 and 2000


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 governments located throughout the United States and
      Canada.

      Basis of Presentation

      The 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.

      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.

      Other Assets

      Goodwill represents the excess of acquisition costs over the fair
      value of the net assets of business purchased and is amortized on the
      straight-line method over periods of up to 20 years.  Purchased
      software is amortized on the straight-line method over 5 years.

      Revenue Recognition and Deferred Revenue

      The Company recognizes revenue from the initial license for computer
      software product sales upon delivery of a software package.  Revenue
      from installation, training and customer support is recognized in the
      period in which the services are provided.  Revenue from contracts to
      maintain computer software products is recognized over the term of the
      contracts.



















                                        16


             UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                Notes to CONSOLIDATED Financial Statements
                       December 31, 2001 and 2000


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

     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.
     In reviewing recoverability, the Company estimates the future cash
     flows expected to result from using the assets and eventually disposing
     of them.  If the sum of the expected future cash flows (undiscounted
     and without interest charges) is less than the carrying amount of the
     asset, an impairment loss is recognized.

     Earnings Per Common Share

     The Company computes basic earnings per common share based on the
     weighted-average number of common shares outstanding.  Diluted earnings
     per share are computed based on the weighted-average number of common
     shares outstanding plus the number of additional common shares that
     would have been outstanding if dilutive potential common shares had
     been issued.

     Financial Instruments

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

     Stock-Based Compensation

     The Company accounts for stock-based compensation to employees using
     the intrinsic value method.  Accordingly, compensation cost for
     employee stock options is measured as the excess, if any, of the quoted
     market price of the Company's common stock at the date of grant over
     the exercise price.

     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

     In preparing financial statements in conformity with accounting
     principles generally accepted in the United States of America,
     management is required 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 revenues and expenses during the reporting period.
     Actual results could differ from those estimates.







                                       17

      Recent Accounting Pronouncements

      In June 2001, the Financial Accounting Standards Board approved for
      issuance Statement of Financial Accounting Standards No. 141 (SFAS
      141), Business Combinations.  This standard eliminates the pooling
      method of accounting for business combinations initiated after June
      30, 2001.  In addition, SFAS 141 addresses the accounting for
      intangible assets and goodwill acquired in a business combination.
      This portion of SFAS 141 is effective for business combinations
      completed after June 30, 2001.  The Company does not expect SFAS 141
      to have a material effect on the Company's financial position, results
      of operations or cash flows.

      In June 2001, the Financial Accounting Standards Board approved for
      issuance Statement of Financial Accounting Standards No. 142 (SFAS
      142), Goodwill and Intangible Assets, 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.  SFAS 142 is effective
      for fiscal years beginning after December 31, 2001.  The Company
      expects that the adoption of SFAS 142 will increase annual operating
      income by approximately $90,000.  The Company adopted SFAS 142 on
      January 1, 2002.

      In August 2001, the Financial Accounting Standards Board approved for
      issuance Statement of Financial Accounting Standards No. 144 (SFAS
      144), Accounting for the Impairment or Disposal of Long-Lived Assets.
      This standard addresses financial accounting and reporting for the
      impairment or disposal of long-lived assets.  This standard
      establishes a single framework, based on Statement of Financial
      Accounting Standards No. 121 (SFAS121), Accounting for the Impairment
      of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, for
      long-lived assets to be disposed of by sale and resolves certain'
      implementation issues related to SFAS 121.  SFAS 144 is effective for
      fiscal years beginning after December 15, 2001.  The Company does not
      expect SFAS 144 to have a material effect on the Company's financial
      position, results of operations or cash flows.

2.    Acquisitions

      In March 2000, the Company acquired certain municipal fund accounting
      and utility billing assets from CPS Systems, Inc. in exchange for
      $200,000 in cash.  As a result of the acquisition, which was accounted
      for as a purchase, the Company recorded goodwill of approximately
      $55,000, which is being amortized on the straight-line method over 5
      years.

      In June 2000, the Company acquired substantially all of the assets of
      Auto Administrator International, Inc. in exchange for approximately
      $239,000 in cash.  As a result of the acquisition, which was accounted
      for as a purchase, the Company recorded goodwill of approximately
      $140,000, which is being amortized on the straight-line method over 5
      years.

      In March 2001, the Company acquired the Municipal Application Suite
      (MAS) software assets from Ever America Corporation, doing business as
      JPH International (JPHI), in exchange for $132,065 in cash.  As a
      result of the acquisition, which was accounted for as a purchase, the
      Company recorded goodwill of approximately $55,000, which is being
      amortized on the straight-line method over 5 years.

      Operating results of the acquired businesses have been included in the
      consolidated statements of income from the dates of acquisition.




                                       18


               UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                  Notes to CONSOLIDATED Financial Statement
                         December 31, 2001 and 2000



     The following unaudited proforma 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):

                                                    Year ended
                                                   December 31,
                                                2001             2000
                                               ______           ______
                  Revenues                     $3,095           $2,712
                  Net income                   $  535          $   123
                  Net income per common share      -                -

     The proforma 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:
                                                     2001             2000
                                                    ______           ______
            Leasehold improvements                $  74,955       $  75,431
            Furniture and fixtures                   59,257          54,080
            Equipment                             1,056,581       1,024,107
                                                  _________       _________
                                                  1,190,793       1,153,618
            Less accumulated depreciation
            and amortization                     (1,074,804)     (1,034,323)
                                                 __________      __________
                                                   $115,989       $ 119,295
                                                 ==========       =========

    4.   Other Assets:
                                                     Accumulated
                                            Cost     Amortization    Net
     2001
     ____
     Goodwill                         $ 1,936,027    $(1,518,134) $417,893
     Purchased software                 1,433,565       (764,137)  669,428

     2000
     ____
     Goodwill                         $ 1,881,396    $(1,423,665) $457,731
     Purchased software                 1,086,977       (633,010)  453,967

















                                      19


              UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                 Notes to CONSOLIDATED Financial Statements
                       December 31, 2001 and 2000

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, 2001 the 500,000 outstanding shares of Series B preferred stock
were entitled to be converted into 4,818,995 shares of common stock and were
entitled to 4,818,995 votes on all matters submitted to a vote of
stockholders.  At December 31, 2001 cumulative dividends of approximately
$463,900 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,
2001 the 300,000 outstanding shares of Series E preferred stock were
entitled to be converted into 2,608,685 shares of common stock and were
entitled to 2,608,685 votes on all matters submitted to a vote of
stockholders.  At December 31, 2001, cumulative dividends of approximately
$221,735 were in arrears.


6.   Commitments and Contingencies:

Operating Leases

The Company leases certain office facilities under non-cancelable lease
agreements, which expire on June 30, 2002 and September 30, 2005.  The
future minimum annual lease payments under these leases are approximately
$60,000 in 2002, $45,000 in 2003, $45,000 in 2004, and $34,000 in 2005.
Rent expense was $93,387 and $66,816 in 2001 and 2000, respectively.


7.   Common Stock Options and Warrants:

Stock Options

In September 1986, the Board of Directors approved the adoption of a stock
option plan, as amended (the "Plan"), whereby shares of the Company's common
stock were reserved for options to be granted to employees and directors at
the discretion of the Board of Directors.  The Plan has expired.  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.











                                      20


               UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   Notes to CONSOLIDATED Financial Statements
                          December 31, 2001 and 2000

Compensation costs for stock options granted to employees is measured as the
excess, if any, of the quoted market price of the Company's stock at the
date of grant over the amount an employee must pay to acquire the stock.  If
the Company recognized compensation expense based upon the fair value at the
grant date, the Company's 2001 and 2000 net income allocable to common
shareholders and net income per common share would have been reduced to the
pro forma amounts indicated as follows:

                                                 2001             2000
Net income allocable to common shareholders
     As reported                             $  463,391     $    270,093
     Pro forma                               $  344,747     $    136,486
Net income per common share
     As reported                                 $  .01           $  .01
     Pro forma                                   $  .01           $  .01

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 and 120% in 2000; risk free
interest rate of 5%: no dividend yield; and expected lives of four to five
years.

Additional information with respect to options outstanding at December 31,
2001, and the changes for each of the two years in the period then ended was
as follows:

                                                          2001
                                                 ______________________
                                                               Weighted
                                                                Average
                                                               Exercise
                                                  Shares        Price
                                                  ______        ______

Outstanding at beginning of year               10,910,000        $.05
Granted                                        13,025,000         .05
Exercised                                              -           -
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                                                       $.04
















                                       21

                UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                   Notes to CONSOLIDATED Financial Statements
                            December 31, 2001 and 2000

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

                                                          2000
                                                  _____________________
                                                               Weighted
                                                                Average
                                                               Exercise
                                                   Shares       Price
                                                   ______       _____
Outstanding at beginning of year                10,587,500        $.04
Granted                                          4,225,000         .07
Exercised                                       (3,570,000)        .04
Forfeited                                         (332,500)        .05
                                                __________        ____
Outstanding at end of year                      10,910,000        $.05
                                                __________        ____
Options exercisable at December 31, 2000         3,610,000        $.04
                                                __________        ____
Weighted average fair value per share of options
   granted                                                        $.05
                                                                  ____

Information about stock options outstanding at December 31, 2001 is
summarized as follows:
                                       Options Outstanding
                              _________________________________________
                                        Weighted Average
                              Number       Remaining       Weighted Average
Range of Exercise Prices   Outstanding   Contractual Life   Exercise Price
________________________   ___________   ________________   ______________
       $.05                13,025,000        4.9 years         $.05

Stock Purchase Warrants

At December 31, 2001 and 2000 warrants for 75,000 shares of common stock,
exercisable at $.11 per share and expiring in 2005 were outstanding.






















                                      22


              UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                 Notes to CONSOLIDATED Financial Statements
                         December 31, 2001 and 2000

8.   Earnings Per Share

The following table sets forth the computation of basic and diluted earnings
per share:

                                                          Year Ended
                                                         December 31,
                                                   ______________________
                                                    2001           2000
                                                    ____           ____
Income allocable to common stockholders         $  463,391    $   270,093

Weighted average shares outstanding - basic     56,178,663     48,930,152
Effect of dilutive stock options and warrants    2,592,757      4,191,055
                                                __________     __________
Weighted average shares outstanding   diluted   58,771,420     53,121,207
                                                ==========     ==========
Income per common share   basic                    $   .01        $   .01
Income per common share   diluted                  $   .01        $   .01

In 2001 and 2000, the assumed conversion of the Company's convertible
preferred stock was excluded from the computation of diluted earnings per
share because its effect would be antidilutive.  In 2000 and 2001, warrants
to purchase 75,000 shares of the Company's common stock were excluded from
the computation of diluted earnings per share because the effect would be
antidilutive.

9.Income Taxes:

At December 31, 2001, the Company has United States net operating loss
carryforwards of approximately $1,820,000 and Canadian net operating loss
carryforwards of approximately $400,000.  These carry-forwards expire from
2003 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, 2001 and 2000 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:

                                                    2001        2000
                                                   Amount      Amount
                                                   ______      ______
Federal income tax at statutory rate             $176,600     $110,872
Amortization of goodwill                           21,320       21,480
Other                                               3,580      (29,652)
Change in valuation allowance                    (201,500)    (102,700)
                                                 ________     ________
                                                 $     -      $     -
                                                 ========     ========




                                       23

               UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                  Notes to CONSOLIDATED Financial Statements
                         December 31, 2001 and 2000

9.  Income Taxes (Cont'd.):

Income before income taxes is comprised of the following:

                                                Year ended December 31,
                                                _______________________
                                                  2001            2000
                                                  ____            ____
United States                                  $391,638         $301,535
Canada                                         $127,753          $24,558
                                               ________         ________
                                               $519,391         $326,093
                                               ========         ========

The components of the deferred tax accounts as of December 31, 2001 and 2000
are as follows:
                                                 2001             2000
                                                 ____             ____
     Deferred tax assets:
     ___________________
      Net operating loss carryforward          $741,100         $802,100
      Capital loss carryforward                 212,300          212,300
      Deferred revenue                          188,000          173,800
      Accounts payable and accrued expenses      91,900           62,200
      General business tax credits               71,000           71,000
      Other                                      10,600               -
                                            ___________       ___________
      Total deferred tax asset              $ 1,314,900       $1,321,400

     Deferred tax liabilities:
     ________________________
      Accounts receivable                       103,000           90,300
      Purchased software, property
       and equipment                            196,600           14,300
                                             __________         ________

      Total deferred tax liability              299,600          104,600
                                             __________         ________
      Net deferred tax asset before valuation
       allowance                              1,015,300        1,216,800

      Less valuation allowance                1,015,300        1,216,800

      Net deferred tax asset               $         -        $       -
                                           ____________       __________

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 $12,500 and $4,300 for the years ended December 31, 2001 and 2000,
respectively.
                                    24

             UNITED SYSTEMS TECHNOLOGY, INC. AND SUBSIDIARIES
                Notes to CONSOLIDATED Financial Statements
                      December 31, 2001 and 2000

11.  Foreign Operations:

Information regarding foreign operations as of and for the years ended
December 31, 2001 and 2000 are as follows.  Sales are attributed to
countries based upon the location of the customer.

                                           Year Ended
                                          December 31,
                                       _________________
                                       2001         2000
                                       ____         ____
Revenue
  United States                   $1,520,586    $1,492,534
  Canada                          $1,494,045    $  467,067
                                  __________    __________

                                  $3,014,631    $1,959,601
                                  __________    __________

                                          Year Ended
                                          December 31,
                                     ___________________
                                     2001           2000
                                     ____           ____
Long-lived assets
  United States                     $431,230      $530,346
  Canada                            $803,491      $546,349
                                    ________      ________
                                 $ 1,234,721   $ 1,076,695































                                       25

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 2002 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 2002 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 2002 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 2002 Annual Meeting of
Shareholders under the caption "Certain Relationships and Related
Transactions."  Such information is incorporated herein by reference
therefrom.




















                                      26

                                   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 8 of this Report.

     2.  Consolidated Financial Statements Schedules

      See "Index to Consolidated Financial Statements and Supplementary
      Schedules" under Item 8 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)
















                                    27

Exhibit
Number

  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)

  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)









                                     28

Exhibit
Number



 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)

 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)






                                      29

Exhibit
Number

(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 14 is submitted as a separate
section of this report.

(d)  Financial Statement Schedules

     The response to this portion of Item 14 is submitted as a separate
section of this report.















































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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                    UNITED SYSTEMS TECHNOLOGY, INC.



Date: March 29, 2002                    By:  /s/  Thomas E. Gibbs
                                        Thomas E. Gibbs,
                                        Chief Executive Officer and
                                        Chairman of the Board

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


Date: March 29, 2002                    By: /s/  Thomas E. Gibbs
                                        Thomas E. Gibbs,
                                        Chief Executive Officer and
                                        Chairman of the Board
                                        (Principal Executive Officer)

Date: March 29, 2002                    By: /s/  Randall L. McGee
                                        Randall L. McGee,
                                        Secretary, Treasurer and Director
                                        (Principal Financial &
                                        Accounting Officer)


Date: March 29, 2002                    By:  /s/  Scott Burri
                                        Scott Burri, Director


Date: March 29, 2002                    By:  /s/  Earl Cohen
                                        Earl Cohen, Director
























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