FORM 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934
__________________________
UNITED SYSTEMS TECHNOLOGY, INC.
AMENDMENT NO. 1
__________________________
The undersigned registrant hereby amends the following items, financial
statements, exhibits to other portions of its changes in registrant's
certifying accountant on Form 8-K, filed on November 30, 1995, as set forth
in the pages attached hereto:
Item 7. (a) - Financial statements for QDS Acquisitions, Inc. ("QDS") for
the period ended August 31, 1995.
Item 7 (b) - Proforma financial statements for the periods ended
September 30, 1995 and December 31, 1994.
United Systems Technology, Inc.
Pro Forma Consolidated Financial Statements
(Unaudited)
The accompanying unaudited pro forma consolidated balance sheet and
statement of operations reflect the 1995 acquisition of QDS (which occurred
in November 1995) as though it had occurred on January 1, 1994.
The unaudited pro forma consolidated financial statements are presented
for informational purposes only and do not purport to be indicative of the
operating results that actually would have occurred if the acquisition had
been consummated as of January 1, 1994, nor which may result from future
operations. The pro forma statements are based upon available information
and certain assumptions that the Company believes are reasonable.
<TABLE>
<S> <C>
QDS Acquisitions, Inc.
Balance Sheet
August 31,
1995
(Unaudited)
Current Assets
Cash and cash equivalents $ 3,715
Trade accounts receivable 77,516
Prepaid expenses and other 17,152
Total current assets 98,383
Property and equipment, net 49,795
Goodwill, net 275,502
Software development costs, net 224,575
Deposits and other 3,750
553,622
Total assets $ 652,005
Liabilities and Stockholders' Equity
Current Liabilities
Trade accounts payable $ 82,230
Other accrued expenses 1,740
Deferred revenue 179,636
Total current liabilities 263,606
Total liabilities 263,606
Commitments and contingencies -
Stockholders' Equity
Common stock 200,829
Accumulated deficit 187,570
Total stockholders' equity 388,399
Total liabilities and stockholders' equity $ 652,005
</TABLE>
<TABLE>
<S> <C>
QDS Acquisitions, Inc.
Statements of Operations
(Unaudited)
Twelve Months Ended
August 31,
1995
Revenue
Software packages $ 208,357
Installation, training and
customer support 13,130
Maintenance 262,215
Equipment sales and commissions 92,495
Other 125,321
701,518
Costs and expenses
Salaries and contract labor 430,700
Other general, administrative and
selling expense 359,731
Depreciation and amortization 46,656
Commissions 25,659
Cost of equipment sold 62,217
924,963
Loss from operations (223,445)
Nonoperating income (expense)
Interest expense (22,273)
Interest income 0
(22,273)
Net loss $ (245,718)
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
United Systems Technology, Inc. and Subsidiary
Profoma Balance Sheet
USTI QDS Combined
September 30, August 31, Proforma Proforma
1995 1995 Adjustments Balance Sheet
Current Assets
Cash and cash equivalents $ 118,923 3,715 (3,715) <a> 118,923
Trade accounts receivable 414,035 77,516 (24,886) <a> 466,665
Prepaid expenses and other 2,916 17,152 (17,152) <a> 2,916
Total current assets 535,874 98,383 (45,753) 588,504
Property and equipment, net 152,234 49,795 (24,795) <b> 177,234
Goodwill, net 1,059,423 275,502 (144,713) <C> 1,190,212
Software development costs,
net 473,271 224,575 (224,575) <b> 473,271
Purchased software, net 136,018 75,000 <b> 211,018
Deposits and other 25,416 3,750 (3,750) <a> 25,416
1,846,362 553,622 (322,833) 2,077,151
Total assets $ 2,382,236 652,005 (368,586) 2,665,655
Liabilities and Stockholders' Equity
Current Liabilities
Current portion of
capital leases $ 67,739 - 67,739
Trade accounts payable 289,328 82,230 (72,957) <a> 298,601
Accrued payroll 24,284 - 24,284
Accrued interest -
related party 66,039 - 66,039
Other accrued expenses 101,403 1,740 17,260 <a> 120,403
Deferred revenue 645,382 179,636 8,010 <a> 833,028
Total current liabilities 1,194,175 263,606 (47,687) 1,410,094
Notes payable - related party 50,000 - 50,000
Capital leases,
net of current portion 16,694 - 16,694
Total liabilities 1,260,869 263,606 (47,687) 1,476,788
Commitments and contingencies - - - -
Stockholders' Equity
Preferred stock 205,000 205,000
Common stock 3,364,315 200,829 299,171 <d> 3,864,315
Additional paid-in capital 4,589,651 (432,500)<d> 4,157,151
Accumulated deficit (7,037,599) 187,570 (187,570) (7,037,599)
Total stockholders' equity 1,121,367 388,399 (320,899) 1,188,867
Total liabilities and
stockholders' equity $ 2,382,236 652,005 (368,586) 2,665,655
<a> - To adjust the value assets purchased and liabilities assumed.
<b> - To refect fair market value of assets purchased.
<C> - To reflect value of goodwill recorded in the amount of $130,789.
<d> - To reflect the issuance of 5,000,000 shares of the Company's
Common Stock as the purchase price in the transaction.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
United Systems Technology, Inc. and Subsidiary
Profoma Statement of Operations
(Unaudited)
USTI QDS
Nine Months Nine Months Combined
Ended Ended Proforma
September 30, August 31, Proforma Statement of
1995 1995 Adjustments Opertaions
Revenue
Software packages $ 182,636 141,974 324,610
Installation, training and 0
customer support 387,057 11,660 398,717
Maintenance 736,518 230,947 967,465
Equipment sales and
commissions 51,092 72,302 123,394
Other 4,159 97,549 101,708
1,361,462 554,432 0 1,915,894
Costs and expenses
Salaries and contract labor 893,533 333,324 1,226,857
Other general, administrative and
selling expense 451,744 274,355 726,099
Depreciation and amortiz. 379,339 34,758 (9,963) <a> 404,134
Commissions 25,472 15,502 40,974
Cost of equipment sold 39,548 48,652 88,200
1,789,636 706,591 (9,963) 2,486,264
Loss from operations (428,174) (152,159) 9,963 (570,370)
Nonoperating income (expense)
Interest expense (15,040) (15,902) 15,902 (15,040)
Interest income 9,526 - 9,526
(5,514) (15,902) 15,902 (5,514)
Net loss $ (433,688) (168,061) 25,865 (575,884)
Net loss per common share $ (0.01) (0.01)
Weighted average number of
shares outstanding 33,634,163 5,000,000 <b>38,634,163
<a> To reflect depreciation and amortization expense resulting from the
transaction.
<b> To reflect the issuance of 5,000,000 shares of the Company's
Common Stock in tranaction.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
United Systems Technology, Inc. and Subsidiary
Profoma Statement of Operations
(Unaudited)
USTI QDS
Twelve Months Twelve Months Combined
Ended Ended Proforma
December 31, December 31, Proforma Statement of
1994 1994 Adjustments Opertaions
Revenue
Software packages $ 329,976 201,604 531,580
Installation, training and
customer support 713,942 21,211 735,153
Maintenance 1,145,403 184,533 1,329,936
Equipment sales and
commissions 95,757 93,390 189,147
Other 10,220 98,352 108,572
2,295,298 599,090 0 2,894,388
Costs and expenses
Salaries and contract labor1,364,627 365,986 1,730,613
Other general, administrative and
selling expense 1,020,438 320,939 1,341,377
Depreciation and amortiz. 798,147 46,019 (12,959) <a> 831,207
Commissions 36,395 23,874 60,269
Cost of equipment sold 62,846 60,863 123,709
3,282,453 817,681 (12,959) 4,087,175
Loss from operations (987,155) (218,591) 12,959 (1,192,787)
Nonoperating income (expense)
Interest expense (85,322) (11,303) (96,625)
Interest income 33 - 33
Loss on sale of assets (181,658) - (181,658)
Other (18,618) - (18,618)
(285,565) (11,303) 0 (296,868)
Net loss $ (1,272,720) (229,894) 12,959 (1,489,655)
Net loss per common share $ (0.05) (0.05)
Weighted average number of
shares outstanding 26,103,180 5,000,000 <b>31,103,180
<a> To reflect depreciation and amortization expense resulting from the
transaction.
<b> To reflect the issuance of 5,000,000 shares of the Company's
Common Stock in tranaction.
</TABLE>
Signatures
Pursuant to the requirements 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: January 26, 1996 By: /s/ Randall L. McGee_________
Randall L. McGee, Secretary
and Treasurer (Principal Financial
and Accounting Officer)
