SecProbe.io

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April 15, 2005

                                                       direct dial: 817.420.8209
                                                               vrew@winstead.com

                                                       direct dial: 817.420.8225
                                                            jhoover@winstead.com

VIA FEDERAL EXPRESS
Ms. Maryse Mills-Apenteng
Division of Corporate Finance
Mail Stop 4-6
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Reponse to Comments  Received  from the Staff of the  Commission  with
          respect to the Schedule 13E-3 filed March 7, 2005 (File No.  5-37771),
          the Schedule 14A filed March 7, 2005 (File No. 0-09574),  and the Form
          10-KSB  filed  March 4, 2005  (File No.  0-09574),  of United  Systems
          Technology, Inc.

Dear Ms. Mills-Apenteng:

         As legal counsel to United Systems  Technology,  Inc. (the  "Company"),
this letter sets forth the responses of the Company to the comments of the staff
of the Division of  Corporation  Finance  (the  "Staff") of the  Securities  and
Exchange  Commission (the  "Commission")  received by letter dated April 5, 2005
(the "Comment Letter") with respect to the above-referenced  Schedule 13E-3 (the
"Schedule 13E-3"), Schedule 14A (the "Schedule 14A"), and Form 10-KSB (the "Form
10-KSB"). Enclosed herewith is a clean and one black-lined copy of Amendment No.
1 to the  Schedule  14A (the  "Amendment"),  which,  in  response to the Comment
Letter,  includes  revisions to the Schedule 14A. Also enclosed is a copy of the
Company's acknowledgment letter in response to the request contained on the last
page of the Comment Letter.

         For the  convenience of the Staff, we have set forth below, in boldface
type, the number of each comment in the Comment Letter followed by the Company's
responses thereto.  After each of our responses below, we have also provided the
citations from each comment in the Comment Letter.

Schedule 13E-3

1.   The Company  acknowledges that the four individuals  listed in Item 3(a) of
     the Schedule 13E-3 are considered "affiliates" of the Company (as such term
     is defined in Rule 13e-3(a)(1) of the Securities  Exchange Act of 1934 (the
     "Exchange Act")). Two of these individuals,  Thomas E. Gibbs and Randall L.
     McGee,  are  officers  and  directors  of the  Company  with the  other two
     individuals,  Scott A.  Burri and Earl H.  Cohen,  being  directors  of the
     Company only. The Company did not consider these individuals to be separate
     "filing-persons"  with respect to the Schedule 13E-3  requirements  because
     none of them are, or have been,  engaged in the going private  transaction.
     We have reviewed Section II.D.3 of your Current Issues Outline,  as well as
     the adoptive  release for Rule 13e-3 (SEC Release No.  34-17719,  including
     Q&A No. 5 thereof),  and believe  that the  information  contained  therein
     supports  our  conclusions  above.  As  discussed  below  and in the  Proxy
     Statement,  the four individuals referenced above will not be receiving any
     consideration,  monetary  or  otherwise,  as a result of the going  private
     transaction  and  their  ownership  interests  in the  Company  will not be
     materially altered as a result of such transaction.
<PAGE>

         [SECTION II.D.3 OF CURRENT ISSUES OUTLINE]

Schedule 14A

General

2.   Your comment is duly noted.  The Company will take the  application of Rule
     14a-12 into consideration with respect to future proxy solicitations.

         [RULE 14A-12]

3.   We have revised the disclosure as requested.

4.   We have revised the disclosure as requested.

         [RULE 13E-3(E)(1)(III)]

5.   We have moved the  Summary  Term Sheet so that it begins on the second page
     of the Proxy Statement.

         [INSTRUCTION 1 TO ITEM 1001 OF REG. M-A]

6.   We have revised the  disclosure  as  requested.  The matters  cited in your
     comment  as  proposals  1, 2, and 3 are now  referred  to within  the Proxy
     Statement as "Measure 2," "Measure 3," and "Measure 1," respectively.

General Information

7.   We  have  revised  the  disclosure  as  requested.   Shareholders  are  now
     instructed  to submit  their  Proxy  Cards by close of  business on the day
     before the Annual Meeting of Shareholders.

                                       2
<PAGE>

Voting Rights and Vote Required, page 2

8.   We have revised the disclosure as requested.  We also  understand  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.

         [ITEM 4(A)(3) OF SCHEDULE 14A; RULE 14A-6(B) AND (C)]

9.   We have revised the disclosure as requested.

         [ITEM 21(B) OF SCHEDULE 14A]

10.  We have revised the disclosure as requested.  A more detailed discussion of
     the treatment of shareholders holding Common Stock in street name through a
     nominee now appears under "SPECIAL FACTORS- Effects of the  Reverse/Forward
     Stock  Split - Effects  on  Shareholders  with Less than  10,000  Shares of
     Common Stock" and "SPECIAL  FACTORS- Effects of the  Reverse/Forward  Stock
     Split -  Effects  on  Shareholders  with  10,000  or More  Shares of Common
     Stock."

     In  addition,  please  note  that the  statement  regarding  the  Company's
     intention "treat shareholders holding Common Stock in street name through a
     nominee (such as a bank or broker) in the same manner as shareholders whose
     shares are  registered  in their  names" is not  intended  to mean that the
     Company will consolidate  those different record ownerships for purposes of
     effecting  the reverse  stock  split.  Any  consolidation  efforts  must be
     pursued by the  shareholders  or their  nominees;  the Company  will not be
     involved in any such efforts.

Summary Term Sheet, page 5

11.  We have revised the Summary Term Sheet to include discrete  subheadings for
     each topic and to uniformly  use bullet  points to  summarize  the relevant
     information.  However, it is the Company's  preference not to incorporate a
     question and answer format.

         [ITEM 1001 OF REG. M-A; RULE 421; RULE 14A-5(A)]

12.  We have revised the  disclosure as  requested.  Also,  the Proxy  Statement
     already  explains  how the cash  consideration  to be paid  for  fractional
     shares  will be  determined.  Each  shareholder  deemed to hold  fractional
     shares after the reverse stock split (I.E., a shareholder  owning less than
     10,000  shares  prior to the reverse  stock split) will receive cash in the
     amount of $.0675 per share held by such  shareholder  prior to the  reverse
     stock split.

         [ITEM 1001 OF REG. M-A]

13.  We have revised the disclosure as requested.

                                       3
<PAGE>

14.  We have revised the  disclosure  to more clearly  specify the timing of the
     Reverse/Forward  Stock Split and the  shareholders'  options in  connection
     therewith.  We have similarly revised the related discussion under "SPECIAL
     FACTORS - Effects of the  Reverse/Forward  Stock  Split." The Company  will
     establish  the  Effective  Date (as defined in the Proxy  Statement) of the
     Reverse/Forward  Stock  Split  as the  record  date for  determining  which
     shareholders will be cashed out and which shareholders will continue to own
     shares following the Reverse/Forward Stock Split.  Shareholders desiring to
     change their  status  before the  Reverse/Forward  Stock Split takes effect
     must do so prior to such date, with the Company  recommending that any such
     change  be  completed  by the  close  of  business  on the day  immediately
     preceding the Effective Date.

Special Factors

Reasons for the Reverse/Forward Stock Split, page 9

15.  We have revised the  disclosure  as  requested  to clarify the  distinction
     between  the  anticipated  annual  and  one-time  cost  savings.  The table
     provided in the Proxy Statement only details annual cost savings, and omits
     the one-time cost savings otherwise attributable to the Company's preparing
     for future compliance with Section 404 of SOX.

16.  We have revised the  disclosure as requested to clarify the two reasons (or
     combination  thereof)  for the  Company's  inability to realize many of the
     benefits/opportunities  that  typically  accrue to public  companies.  Such
     reasons are (i) the limited liquidity and low market price of the Company's
     Common Stock,  and (ii) the Company's  relatively  small size. It should be
     noted that the Company has had few  occasions  to use its Common  Stock for
     any of the objectives  specified under ""SPECIAL  FACTORS - Reasons for the
     Reverse/Forward Stock Split - Inability to Realize Benefits Associated with
     Public Company Status."

17.  In  response  to your  comment,  we have  added a new  subsection  entitled
     "Timing" under  "SPECIAL  FACTORS - Reasons for the  Reverse/Forward  Stock
     Split."

         [ITEM 1013(C) OF REG. M-A]

Effects of the Reverse/Forward Stock Split, page 13

18.  We  have  revised  the  disclosure  as  requested.  As  indicated  in  this
     disclosure, neither beneficial holders nor record holders of 10,000 or more
     shares would be cashed out as a result of the  Reverse/Forward  Stock Split
     (unless they appropriately sold or divided their holdings).

Alternatives Considered by the Board of Directors, page 16

19.  We have revised the disclosure as requested.  Only one of the  alternatives
     considered (I.E., the issuer tender offer) was deemed to be a viable option
     for the Company  warranting  further  analysis into the associated costs of
     such alternative.  This should explain why the Proxy Statement, as revised,
     only  quantifies  the  costs   associated  with  the  issuer  tender  offer
     alternative.  As you will note, the estimated costs for effecting an issuer
     tender offer were two to three times the estimated  costs for effecting the
     Reverse/Forward Stock Split (see "SPECIAL FACTORS - Additional  Information
     Regarding  the   Reverse/Forward   Stock  Split  -  Sources  of  Funds  and
     Expenses").

                                       4
<PAGE>

Fairness of the Transaction, page 17

20.  We have made some revisions to the fairness  discussion.  However,  we have
     not omitted the discussion of fairness as to affiliated  shareholders.  The
     point we are trying to make is that all  shareholders  are treated the same
     by  the  Reverse/Forward  Stock  Split,  whether  they  are  affiliated  or
     unaffiliated.  The  only  determining  factor  is the  number  of  shares a
     shareholder   owns.  In  this  case,   all  of  the  Company's   affiliated
     shareholders  happen to own  10,000 or more  shares  of Common  Stock  and,
     therefore,  would  continue to hold such shares  after the  Reverse/Forward
     Stock Split (unless they  appropriately  sold or divided  their  holdings).
     However,  any affiliated  shareholders owning less than 10,000 shares would
     be cashed out by the Reverse/Forward Stock Split (unless they appropriately
     bought or consolidated their holdings).

     In addition,  we note that  Instruction 2 to Item 1013 of Reg. M-A requires
     that a discussion of the "Effects" of the going-private transaction include
     "a reasonably  detailed  discussions of both the benefits and detriments of
     the Rule 13e-3  transaction  to the subject  company,  its  affiliates  and
     unaffiliated  security  holders." While we have addressed this  requirement
     under "SPECIAL  FACTORS - Effects of the  Reverse/Forward  Stock Split," we
     think such  requirement  also  warrants a discussion of the fairness of the
     transaction as to both affiliated and unaffiliated shareholders.

         [ITEM 1014(A) OF REG. M-A; Q&A NO. 19 IN EXCHANGE ACT
          RELEASE NO. 34-17719]

21.  We have revised  this  disclosure  to address all of the factors  listed in
     Instruction 2 to Item 1014 of Regulation  M-A,  including an explanation of
     the Board of Directors'  decision to not consider  certain of those factors
     or to deem  certain  of those  factors  irrelevant  in the  context of this
     particular going private transaction.

         [INSTRUCTION 2 TO ITEM 1014 OF REG. M-A; EXCHANGE ACT RELEASE 17719]

22.  We have revised the disclosure as requested.  As a clarification  regarding
     the  two  directors  who  have  been  deemed  to be  independent,  we  have
     considered such  directors'  independence in accordance with the definition
     of  "independent  director"  used by the New York  Stock  Exchange  (NYSE).
     Specifically,  Rule 303A.02 of the NYSE Listed Company  Manual  provides as
     follows:

               No  director  qualifies  as  "independent"  unless  the  board of
               directors  affirmatively  determines  that  the  director  has no
               material relationship with the listed company (either directly or
               as a partner,  shareholder or officer of an organization that has
               a relationship  with the company).  Companies must identify which
               directors  are  independent  and  disclose  the  basis  for  that
               determination.

                                       5
<PAGE>

         Rule  303A.02 then lists five  categories  of persons that shall not be
         considered independent directors. In the opinion of the Company's Board
         of Directors,  considering all relevant facts and circumstances,  Scott
         Burri  and  Earl  Cohen do not have a  material  relationship  with the
         Company (either directly or as a partner,  shareholder or officer of an
         organization  that  has a  relationship  with  the  company),  and such
         individuals  do not fall within any of the five  categories  of persons
         not considered to be independent directors under Rule 303A.02. In fact,
         the only  relationship  between  these  individuals  and the Company is
         through their directorships.

         [ITEM 1014(E) OF REG. M-A]

23.  We have revised the  disclosure  as  requested,  including a more  detailed
     explanation  of why  the  Board  of  Directors  decided  not to rely on the
     procedural  safeguards  identified  in Items  1014(c) and (d) of Regulation
     M-A.

         [ITEM 1014(C) AND (D) OF REG. M-A]

24.  We have  deleted  the  statement  that  the  Board  of  Directors  was "not
     obligated to take any of these actions."  Shareholder  approval is required
     under Iowa law to  effectuate  the reverse stock split  (specifically,  the
     amendment to the Company's Articles of  Incorporation).  The key point here
     is that under Iowa law,  unlike the law of many other states,  the approval
     of a  majority  of the  outstanding  shares  is not  required  to effect an
     amendment  to  articles  of  incorporation.  Instead,  Iowa law  requires a
     majority of the outstanding  shares to form a quorum, and then requires the
     approval of a majority of such  quorum in order to effect an  amendment  to
     articles of incorporation.  Finally,  we have not revised the disclosure to
     address a situation  where the proposed  going private  transaction  is not
     approved  because,  as a matter of state  corporate  law, such  transaction
     cannot go forward without the necessary shareholder approval.

25.  Please see our response to Item 20 above.

Factors in Support of the Reverse/Forward Stock Split, page 18