SecProbe.io

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Mail Stop 4-6
									April 5, 2005
Thomas E. Gibbs
President and Chief Executive Officer
United Systems Technology, Inc.
1850 Crown Road, Suite 1109
Dallas, Texas  75234

Re:	United Systems Technology, Inc.
	Preliminary Transaction Statement on Schedule 13E-3
	File No.  5-37771
	Filed March 7, 2005

	Preliminary Proxy Statement on Schedule 14A
	File No.  0-09574
	Filed March 7, 2005

      Form 10-KSB for the year ended December 31, 2004
      File No.  0-09574
      Filed March 4, 2005

Dear Mr. Gibbs:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule 13E-3
1. Please advise us as to what consideration you gave to including
yourself, Mr. McGee and the other two members of management as
filing
persons on the Schedule 13E-3 because they may be affiliates
engaged
in the going private transaction.  Please revise your disclosure
to
include these parties or tell us why you believe that they should
not
be considered filing persons.   Refer to Section II. D. 3. of our
Current Issues Outline, available on our website at
www.sec.gov/divisions/corpfin.shtml.  Please note that each filing
person is required to comply with the filing, disclosure and
dissemination requirements of Schedule 13E-3, including the
fairness
determination and recommendation requirements.

Schedule 14A

General
2. We note that the company issued a press release pertaining to
the
transaction on March 3, 2005, and filed it under cover of Form 8-
K.
In the future, please consider the application of Rule 14a-12 with
respect to written communications regarding matters that are or
may
be subject to a proxy solicitation prior to furnishing a proxy
statement.
3. Please ensure that both the proxy statement and form of proxy
are
clearly identified as preliminary versions.
4. Please revise the cover page of the document that will be sent
to
security holders to include the legend required by Rule 13e-
3(e)(1)(iii).
5. The proxy statement should begin with the summary term sheet on
the first or second page of the proxy statement.  The table of
contents may follow the summary term sheet.  See Instruction 1 to
Item 1001 of Regulation M-A.
6. Further, we note that you discuss proposals 1 and 2 between the
Special Factors discussion relating to the going private
transaction
and proposal 3.  This presentation may be confusing to
shareholders.
Please revise to include all of the information relating to the
proposal to effect the reverse/forward split at the beginning of
the
proxy statement, followed by the other proposals for which you are
soliciting proxies.

General Information
7. You indicate that "if the Proxy Card is properly executed and
returned in time to be voted at the meeting..."  Please revise to
specify what constitutes timely receipt in order for the Proxy
Card
to be valid.

Voting Rights and Vote Required, page 2
8. Elaborate upon the manner in which proxies may be solicited,
pursuant to Item 4(a)(3) of Schedule 14A.  Supplementally,
confirm,
if true, that proxies will not be solicited or voted via the
Internet.  In addition, be advised that all written soliciting
materials, including any scripts to be used in soliciting proxies
over the telephone or in person, must be filed under the cover of
Schedule 14A.  Refer to Rule 14a-6(b) and (c).
9. Here or in an appropriate place in the proxy statement, please
disclose the effect of abstentions on each matter to be voted
upon.
Also, while we note your indication that broker non-votes will not
be
counted as votes cast on Measure No. 3 please revise to clarify if
that means that they will be considered votes against such
measure.
See Item 21(b) of Schedule 14A.
10. We note your inclusion of a "Note" on page 2 indicating that
you
intend to "treat shareholders holding Common Stock in street name
through a nominee...in the same manner as shareholders whose
shares
are registered in their names."  We note the same statement on
page
14.  Please revise to clarify what you mean by this statement - do
you mean to say that you will consolidate those different record
ownerships for purposes of effecting the reverse stock split?
Also,
clarify what you mean when you indicate that "nominees may have
different procedures and shareholders holding Common Stock in
street
name should contact their nominees."  What procedures are you
referring to?

Summary Term Sheet, page 5
11. As indicated by Item 1001 of Regulation M-A, the summary term
sheet should be revised to comply with the plain English
requirements
of Rule 421 of the Securities Act.  The information you provide in
this section contains various subparts that are not easily grasped
in
the present format.  Consider revising the summary term sheet to
include discrete subheadings for each topic and making uniform use
of
bullet points or enumeration to summarize complex information.
You
may also consider revising to use a question and answer format
that
is more user-friendly.  See also Rule 14a-5(a).
12. The summary term sheet should briefly describe the most
material
terms of the proposed transaction in bullet point fashion.  In
this
regard, it is unclear how fractional shares will be treated.
Please
expand the disclosure to address how the cash consideration to be
paid for fractional shares will be determined.  Note that the
bullet
points must cross-reference a more detailed discussion of each
material term of the transaction.  See Item 1001 of Regulation M-
A.
13. In discussing the votes required to approve the proposal,
please
state the total voting power, in terms of shares expressed as a
number and percentage, represented by the officers and directors
who
have expressed their intent to vote their shares in favor of the
transaction. This information is not disclosed until page 37.
14. See the third and fourth numbered paragraphs.  Clarify what
you
mean by "immediately" as it relates to your determination as to
when
shareholders will receive cash or shares.  See also your
discussion
on page 14, which refers to a date "far enough in advance...by the
close of business on the day immediately preceding the effective
date
of the Reverse/Forward Stock Split."  Will you establish a record
date for these purposes?  If so, disclose this date to
shareholders
or, at the very least, elaborate on the timeframe in which
shareholders will have the opportunity to take the actions you
describe on page 14.  Here, where you indicate that shareholders
may
take "certain actions" prior to the reverse stock split, please
refer
readers to the more detailed discussion you provide under "Effects
of
the Reverse/Forward Stock Split" regarding these actions.

Special Factors

Reasons for the Reverse/Forward Stock Split, page 9
15. Refer to your discussion under "Cost Savings."  You mention on
pages 7 and 19 that you will save $35,000 in one-time expenses
that
otherwise would have been incurred in fiscal 2005 to prepare for
compliance with the internal control audit requirements of Section
404 of SOX.  It does not appear, however, that these costs are
separately reflected in the table you provide on page 9.  Please
revise the table to include this $35,000 or, if this amount is
subsumed in some other category in the table, such as "SOX Section
404 Fees", please revise the disclosure throughout the document to
remove this separate reference to $35,000.
16. Refer to your discussion under "Inability to Realize Benefits
Associated with Public Company Status."  We note your indication
that
"the Company has not realized many of the benefits that typically
accrue to public companies" and you refer to several missed
benefits/opportunities.  Please revise to elaborate upon why you
believe that the Company has not realized these
benefits/opportunities, as not all of these benefits/opportunities
appear to be due to the limited liquidity and low market price of
your common stock.
17. Please elaborate upon this discussion to explain why the Board
of
Directors undertook to implement the going private transaction at
this time, as opposed to any other time.  See Item 1013(c) of
Regulation M-A.  We note your indication on page 37 that Section
404
serves as a justification for the timing of the going private
transaction, however, it is not clear whether that is the only
reason
and why, considering Section 404 has been in effect for some time
now, you have opted to proceed with the going private transaction
now
and not sooner.

Effects of the Reverse/Forward Stock Split, page 13
18. Note 1B. to shareholders tells them of the specific action
they
must take if they want to remain a shareholders after the
Reverse/Forward Stock Split.  It would appear that beneficial
holders
of 10,000 or more shares could be cashed out in light of the fact
that you are effecting the split at the record level.  Please
highlight this fact to shareholders and explain to them in more
detail how they can go about consolidating their accounts for
purposes of record ownership.

Alternatives Considered by the Board of Directors, page 16
19. In discussing the alternatives considered by the board, please
also disclose when the discussions and decisions relating to each
of
these alternatives were taken up by the board, how each
alternative
was first raised, and the participation of the board members and
management in the discussions or refer readers to your discussion
of
these matters under "Deliberations of the Board of Directors."
Please also quantify the cost of these alternatives, where
practicable, as you mention that the reverse stock split
alternative
had the "lowest possible cost."

Fairness of the Transaction, page 17
20. Generally, your fairness discussion should only address
fairness
to unaffiliated shareholders, including Cashed-Out Shareholders
and
Continuing Shareholders.  See Item 1014(a) of Regulation M-A and
Q&A
No. 19 in Exchange Act Release No. 34-17719.  As a result, please
delete the disclosure throughout the document regarding fairness
to
affiliated shareholders or explain to us why this disclosure is
necessary.  Also, please ensure that your procedural and
substantive
fairness determinations have been made to both the Cashed-out
Shareholders and the Continuing Shareholders on pages 17 and 18.
21. The factors listed in Instruction 2 to Item 1014 of Regulation
M-
A are those generally considered relevant in addressing the
substantive fairness of a going private transaction and should be
discussed.  To the extent that any such factors were not
considered
or deemed relevant in the context of this particular transaction,
that fact may be important for stockholders in assessing the
transaction and the company`s fairness determination.  See
Exchange
Act Release 17719 (April 13, 1981).  Specifically, what
consideration
was given by the Board of Directors to net book value?  And
liquidation value?  Were these factors considered?  Please revise.
22. We note your indication that the Board`s approval of the
transaction includes the approval of two members of the Board of
Directors "who have no material relationship with the Company that
would interfere with the exercise of independent judgment..."
Please
elaborate upon how you define "material relationship" and
specifically state whether the independent directors are employees
of
the Company, pursuant to Item 1014(e) of Regulation M-A.
23. Please expand on the basis for the favorable procedural
fairness
determination in the absence of the safeguards identified in Items
1014(c) and (d) of Regulation M-A.  For example, please elaborate
upon your statement that "a representative was not necessary in
order
to ensure the procedural fairness of the Reverse/Forward Stock
Split
to the unaffiliated shareholders."  What was the basis for this
belief, in light of the fact that you are not implementing other
procedural protections, such as approval by the unaffiliated
shareholders?
24. Refer to the first full paragraph on page 18 where you state
that
you were "not obligated to take any of these actions..."  When you
refer to "these actions" are you including the action by
shareholders
to approve the amendment to the Company`s charter?  Generally
shareholder approval is required to amend the charter to
effectuate a
reverse stock split - is that not the case here?  Please advise or
revise and, in doing so, please refer to Iowa corporate law and/or
your charter for support.  Also, revise to clarify the effect of
this
shareholder vote.  Specifically explain what you will do if you do
not obtain the requisite vote of the majority of shareholders and
disclose whether you will proceed with the reverse stock split
anyway.
25. Please clarify your indication that the Board of Directors
"concluded that the Reverse/Forward Stock Split would not impact
affiliated shareholders differently from unaffiliated
shareholders"
(emphasis added).  Considering affiliated shareholders will
generally
continue to be shareholders of the Company whereas some
unaffiliated
shareholders will not, the impact of the transaction upon such
shareholders would seem to differ.

Factors in Support of the Reverse/Forward Stock Split, page 18
26. We note your indication that the Board of Directors believes
the
cash out price to be fair consideration at a premium to the
current
and historical market prices.  We further note that, at several
points over the last year, the Common Stock traded at a price in
excess of $.0675 per share, with the price of such stock in excess
of
$.70 per share for much of the year.  In light of this data,
elaborate upon how the Board determined that the cash out price is
fair to unaffiliated shareholders with respect to the historical
market price of the Common Stock.
27. You mention that a supporting factor of the going private
transaction is that the shareholders have the ability to control
their decision to remain a shareholder or to liquidate their
holdings
of Common Stock.  To what extent did the Board take into account
the
limited liquidity of the Common Stock in taking this factor into
account?  Please revise to address this consideration.

Factors Not in Support of the Reverse/Forward Stock Split, page 20
28. Refer to your factor regarding the termination of publicly
available information.  Please revise to elaborate upon the type
of
information that is required to be disclosed under the Iowa
Business
Corporation Act, to which you make reference.

Valuation of W&T, page 22
29. If material, please summarize in the proxy statement the
information conveyed to W&T in the interview with the Chief
Financial
Officer on February 3, 2005.
30. We note that W&T worked with the Company`s management to
develop
a forecast of anticipated future net cash flow through the year
2010.
Was forward-looking data provided to W&T by management?  If so, in
an
appropriate place in this disclosure, indicate whether or not the
board of directors reviewed the forward-looking data provided to
W&T.
If so, indicate whether the board of directors found W&T`s
reliance
upon those materials to be reasonable.  In addition, any non-
public
informat