SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the fiscal year ended June 30, 2000

                   Commission file number 2-93668-FW

                   UNIVIEW TECHNOLOGIES CORPORATION
         (Exact name of Registrant as specified in its charter)

               Texas                              75-1975147
      (State of incorporation)        (I.R.S. Employer Identification No.)

   17300 North Dallas Parkway, Suite 2050,              75248
               Dallas, Texas                          (Zip Code)
   (Address of principal executive offices)

Registrant's telephone number, including area code:  (972) 233-0900

  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
                        (Title of class)

     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 [ ]

     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 Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.     [X]

     On August 31, 2000, the aggregate market value of the voting stock
held by non-affiliates of the Registrant (26,584,679 shares) was
approximately $85,602,666 based upon the average of the high and low
trading prices of the Common Stock as reported by the Nasdaq Stock Market
($3.22).

     On August 31, 2000, there were 27,191,816 shares of Registrant's
common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  Exhibits shown on Exhibit Index.
<PAGE>
                              GENERAL INDEX

Page Number

ITEM l.   BUSINESS                                              3

ITEM 2.   PROPERTIES                                            6

ITEM 3.   LEGAL PROCEEDINGS                                     7

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   8

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS                                   8

ITEM 6.   SELECTED FINANCIAL DATA                               9

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                  10

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK                                          17

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          Index to Consolidated Financial Statements           17

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING  AND FINANCIAL  DISCLOSURE                17

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   18

ITEM 11.  EXECUTIVE COMPENSATION                               21

ITEM 12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL
          OWNERS AND MANAGEMENT                                26

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       27

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
          AND  REPORTS ON FORM 8-K                             28

SIGNATURES                                                     29

EXHIBIT INDEX                                                  59
<PAGE>
                UNIVIEW TECHNOLOGIES CORPORATION

                             PART I

ITEM l.   BUSINESS

     (a)  General Development of Business

     uniView Technologies Corporation and its subsidiaries (the
"Company") offer competencies and expertise in creating solutions for
video on demand.  Our primary focus is the development of advanced
digital set top boxes and the related support technologies, such as
broadband connectivity and computer telephony integration software
(Customer Service Support Software).  We market our products and services
both domestically and internationally focusing on telecommunications,
hospitality, utilities, banking, multilevel marketing, and other Fortune
1,000 companies.

     We were incorporated in Texas on July 13, 1984.  We filed an S-18
registration statement in November 1984 and completed the registered
offering in January 1985.  On November 8, 1993 our stock was first listed
on the Nasdaq Stock Market.

     In November 1993, we acquired Curtis Mathes Corporation (CMC), maker
of consumer electronics products relating specifically to the home
entertainment industry.  CMC does not currently manufacture its own
products, but rather has elected to license its brand to third parties to
manufacture and market comparable consumer electronics products.

     In 1995 we began development of our proprietary Internet/television
"convergence" technology, designed to enhance the capabilities of
television.  We introduced our first set top box in 1996, which
incorporated our proprietary technology.  This set top box connected to
our own Internet service, the uniView Xpresswayr, which was developed
concurrently with the set top box technology, and included our own "back
office" support.

     In 1997 we began offering engineering services in connection with
our revolutionary set top box and, today, we use convergence devices and
integration expertise to design custom broadband networks for clients in
multi-level marketing, hospitality, medical facilities, utilities,
banking, and telecommunications.  In addition to complete network system
design and integration, we also assist in web site development, web site
hosting, customer service, and full international Internet access, as
well as product research and development.

     In 1999 we added computer telephony integration (CTI) capabilities
to our product offerings and we are now able to provide full-scale
customized call center solutions.  The transition from a consumer
electronics company to a full-fledged technology company has been
completed, as reflected by the Company's current name, "uniView
Technologies Corporation."

     (b)  Financial Information About Industry Segments

     Please refer to Note O of the Notes to Consolidated Financial
Statements in this Form 10-K for information concerning Industry
Segments.
<PAGE>
     (c)  Narrative Description of Business

Major Markets, Products and Services

     Our uniView digital set top box technology is available for
licensing by customers wishing to manufacture and market a set top box
that that provides a consumer with easy and affordable access to the
Internet through the television medium.  Our set top units offer video on
demand, high-speed Internet access, broadcast entertainment programming
and virtually limitless information and content streams.  Through our
advanced set top reference designs, our set top boxes allow our customers
to save and store 6 to 8 hours of programming, rewind, and pause shows
that are in mid broadcast; provide electronic programming guides that let
users select channels based on show, actor, or theme and can also be used
to collect demographic information; incorporates view/play of published
media; and incorporates VOD (Video on Demand) Stream.

     Engineering Services are offered to modify an existing network
system, or design and implement a customized, cost-efficient, state-of-
the-art interactive broadband network that integrates one or more devices
such as personal computers, set top boxes, and/or web phones.
Administration and networking offerings to support broadband deployment
includes systems design, systems configuration, project management, UNIX
administration, NT administration, Novell administration, LAN and WAN
design, and Internet connectivity.  Programming languages supported
include PERL, C, C++, Java, and Visual Basic. Database consulting is
available for DBA, Programming Oracle, and SQL Server.

     ISP (Internet Service Provider) Services include the full-service
uniView Xpressway which allows the capability of providing our set top
box customers deployment tools such as web hosting, web development, and
corporate connectivity through Broadband, ADSL, ISDN or dial-up, as well
as providing the specialized Internet access and online services that
enhance the advanced features of the uniView set top box.

     Our CTI technologies offer the customer support services for our
customer deployments as well as other customers in need of a full range
of standard or highly customized products for customer contact centers.
The Company's flagship CTI product, CIMphonyT, is a client server, open
architecture tool kit designed to support single site or multiple,
geographically distributed network of sites ranging in size from less
than 10 to more than 4,000 agents hosting inbound and outbound calls.
CIMphony manages voice and data transactions from multiple sources while
allowing for intelligent routing and queuing.

     The Curtis Mathes trademark has been licensed for television
products to Avmark, Inc., a consumer electronics marketing company.
Avmark, through its relationship with Kmart, has made Curtis Mathes
products available in over 2000 Kmart stores across the nation.  The
Curtis Mathes brand is also available for licensing for additional
product lines.
<PAGE>
Patents, Trademarks and Licenses

     We own or hold rights to all patents, trademarks and licenses that
we consider to be necessary in the conduct of our business including,
among others, the registered "uniView" trademark, which is due for
renewal in July 2003; the registered "Curtis Mathes" name and logo, which
is due for renewal in April 2005; the registered "Electric Globe" logo
which is due for renewal in September 2008; the registered "uniView
Xpressway" trademark which is due for renewal in May 2009; and the
registered uniView Xpressway "X" Design which is due for renewal in
September 2008.

Manufacturing

     We do not own manufacturing facilities, but rather contract all
manufacturing to third parties, primarily located in Asia.  Although
large volume manufacturing is generally the responsibility of our
customers, we do contract manufacturing on a direct basis for smaller
quantities and for initial deployments.  Our set top box technology is
also available for licensing to others, who make their own arrangements
for manufacturing.

Environmental

     We believe that we are in compliance with all applicable
environmental laws and do not anticipate that such compliance will have a
material effect on our future capital expenditures, earnings or
competitive position.

Major Customers

     In fiscal year 2000, one customer accounted for approximately 11.2%
of consolidated revenues.  Additionally at fiscal 2000 year end, one
customer accounted for 36.4% and another customer accounted for 19.3% of
trade accounts receivable.  We had no customers in 1999 accounting for
more than 10% of our consolidated revenues, although we had one customer
in 1999 accounting for 17% of our trade accounts receivable.

Competition

     The industry in which we and our licensees operate is intensely and
increasingly competitive and includes a large number of technology
development and consulting companies, ISP's and manufacturers of consumer
electronics products.  A number of companies have announced development
of, or have introduced Internet-television convergence devices and
technologies similar to our technologies.  Such competitors include,
among others: (i) suppliers of low-cost Internet access technologies,
such as "network computer" devices promoted by Oracle and others, (ii)
"set top" boxes developed by WebTV Networks, Scientific Atlanta and
others, as well as (iii) video game devices that provide Internet access
such as the Sega Saturn, the Sony Playstation and the Nintendo 64.  In
addition, manufacturers of television sets have announced plans to
introduce Internet access and Web browsing capabilities into their
products or through set top boxes, using technologies supplied by others.
<PAGE>
Personal computer manufacturers, such as Gateway 2000, have announced
products that offer full-fledged television viewing, combined with
Internet access.  Operators of cable television systems also plan to
offer Internet access in conjunction with cable service.  We also compete
with various national and local Internet service providers, such as the
Microsoft Network, AT&T Corp., MCI Communications Corporation, Netcom and
others, and commercial on-line services such as America Online, Inc.,
ICTV and @Home Network.  Competition occurs principally in the areas of
style, quality, functionality, service, design, product features and
price of the licensed product.

Research and Development

     We view our ability to offer new, improved, and innovative
interactive broadband technologies as an important component in our plan
for future growth.  We intend to take advantage of licensing
opportunities, as well as pursue internal and external development of new
technology as may be necessary to meet customer demand and to achieve and
maintain a competitive position in the marketplace.

Employees

     As of June 30, 2000, we employed 104 persons.  We believe that our
employee relations are good.

Warranty

     CMC continues to meet its warranty obligations through an outside
warranty service provider which specializes in warranty service and
repair for consumer electronics.  By contracting these services to an
outside company, CMC has been able to more efficiently provide consistent
high quality warranty support, and we have been able to eliminate the
direct overhead associated with the warranty support function.  Amounts
have been accrued to cover estimated product warranty costs.  Many of the
warranties on products sold in the past are expiring, and due to lower
product sales in the past few years CMC's warranty obligations are slowly
diminishing.  (See Note H of the Notes to Consolidated Financial
Statements for further warranty information.)

ITEM 2.   PROPERTIES

     Location        Purpose/Use                Owned/Leased    Square Footage

     Dallas, TX      Corporate Headquarters;
                     and Products Group offices    Leased           8,949

     Dallas, TX      Storage facility              Leased           5,000

     Dallas, TX      Advanced Systems Group office Leased           5,120

     Dallas, TX      uniView Softgen office        Leased          10,235

     Tulsa,  OK      Network America,Inc.office    Leased           8,400

     At June 30, 2000 we operated from the foregoing locations.  Our
locations are deemed to be suitable for all of our operations and are
reasonably well utilized.
<PAGE>
ITEM 3.   LEGAL PROCEEDINGS

     In June 1998, we acquired 100 percent ownership of Video Management,
Inc. ("VMI"), which owns 100 percent of Network America, Inc. ("NWA"), an
Oklahoma corporation.  VMI had previously acquired NWA from DataTell
Solutions, Inc. ("DataTell") as a result of an agreement to accept
collateral in satisfaction of a debt owing by DataTell to VMI.  The stock
of NWA had been pledged to VMI by DataTell as collateral in a series of
note agreements with VMI.  In May 1998 an involuntary petition in
bankruptcy was filed against DataTell under Chapter 7 of the United
States Bankruptcy Code.  The relevance of this proceeding is that if
certain conditions are satisfied, the acquisition of NWA by VMI could be
reviewed by the Court to determine whether a preferential or a fraudulent
transfer of those assets had occurred under the bankruptcy code.

     We believe that the proceeding will have no material adverse effect
upon the Company.  However, as with any action of this type, the timing
and degree of any effect upon the Company are uncertain and there can be
no assurance that the proceeding will not have an adverse impact on the
Company in the future.  The action is currently pending in the United
States Bankruptcy Court, Northern District of Texas, Dallas Division,
under Case No. 398-34353-RCM-7 (Chapter 7), styled In re: DataTell
Solutions, Inc. (Tax I.D. #75-2687364), Debtor and is currently awaiting
a final trustees report.

     In October 1998 Raytheon Training, Inc., formerly known as Hughes
Training, Inc., filed an action against uniView Marketing Corporation
("UMC") and the Company, alleging that UMC failed to pay approximately
$475,000 under a contract between the parties dated October 25, 1994.
Although we sold UMC as of October 31, 1998, we retained a contingent
liability as guarantor of any amounts ultimately found to be due under
the contract.  On June 9, 2000, the action was settled and all litigation
between the parties was dismissed with prejudice.  The settlement
agreement called for us to make a net cash payment to Raytheon Training
of $90,000 and to transfer to Raytheon Training all of the intellectual
property rights relating to the RealView technology.  Before dismissal,
the action was pending in the 342nd District Court of Tarrant County,
Texas, under Case No. 342-175836-98, styled Raytheon Training, Inc. f/k/a
Hughes Training, Inc. v. uniView Marketing Corporation f/k/a Curtis
Mathes Marketing Corporation and uniView Technologies Corporation f/k/a
Curtis Mathes Holding Corporation.

     We are routinely a party to ordinary litigation incidental to our
business, as well as to other litigation of a nonmaterial nature, the
outcome of which we do not expect, individually or in the aggregate, to
have a material adverse effect on our financial condition or results of
operations in excess of the amount accrued for such purposes at June 30,
2000.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

     No matter was submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report on Form 10-K,
through the solicitation of proxies or otherwise.
<PAGE>
                            PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER  MATTERS

Market Information

     Our Common Stock, $.10 par value (the "Common Stock") trades on the
Nasdaq Stock MarketSM under the symbol "UVEW."  "The Nasdaq Stock Market"
or "Nasdaq" is a highly-regulated electronic securities market comprised
of competing Market Makers whose trading is supported by a communications
network linking them to quotation dissemination, trade reporting, and
order execution systems.  This market also provides specialized
automation services for screen-based negotiations of transactions, online
comparison of transactions, and a range of informational services
tailored to the needs of the securities industry, investors and issuers.
The Nasdaq Stock Market consists of two distinct market tiers: the Nasdaq
National Marketr and the Nasdaq SmallCap MarketSM.  The Nasdaq Stock
Market is operated by The Nasdaq Stock Market, Inc., a wholly-owned
subsidiary of the National Association of Securities Dealers, Inc.  The
quarterly high and low trade price information for our Common Stock for
each quarter in the last two fiscal years are presented below.

     Quarter Ending Date              High Trade          Low Trade

     Fiscal 2000

     June 30, 2000                      $ 5.00              $ 1.63
     March 31, 2000                     $ 6.81              $ 3.47
     December 31, 1999                  $ 7.75              $ 1.31
     September 30, 1999                 $ 2.75              $ 1.19

     Fiscal 1999

     June 30, 1999                      $ 4.75              $ 0.97
     March 31, 1999                     $ 2.25              $ 0.38
     December 31, 1998                  $ 0.97              $ 0.38
     September 30, 1998                 $ 2.44              $ 0.50

     As of August 31, 2000 there were approximately 15,500 record
shareholders and individual participants in security position listings.
As of the same date there were 27,191,816 common shares outstanding.  We
have never paid cash dividends on common shares, and do not anticipate
doing so in the foreseeable future.

Recent Sales of Unregistered Securities

     Sales of equity securities during the fourth fiscal quarter that
were not registered under the Securities Act of 1933 consisted of the
following:

*    On April 7, 2000 we issued 887,096 shares of our common stock to
  accredited investors in conversion of debt to equity.  The issuance was
  made pursuant to the exemption from registration provided by SEC
  Regulation D
<PAGE>
*    On April 7, 2000 we issued 850,000 shares of our common stock to an
  accredited investor in conversion of a convertible debenture.  The
  issuance was made pursuant to the exemption from registration provided by
  SEC Regulation D.

*    On April 7, 2000 we issued 850,000 shares of our common stock to an
  accredited investor in conversion of a convertible debenture.  The
  issuance was made pursuant to the exemption from registration provided by
  SEC Regulation D.

*    On April 7, 2000 we issued 846,800 shares of our common stock to
  accredited investors in conversion of a convertible debenture.  The
  issuance was made pursuant to the exemption from registration provided by
  SEC Regulation D.

*    On June 23, 2000 we issued 527,518 shares of our common stock and
  warrants to purchase 52,752 shares of our common stock to accredited
  investors in a private placement.  The warrants are exercisable for three
  years at an exercise price of $3.00 per share.  The issuance was made
  pursuant to the exemption from registration provided by SEC Regulation D.

*    On June 30, 2000 we issued 293,500 shares of our common stock in
  conversion of debt to equity.  The issuance was made pursuant to the
  exemption from registration provided by SEC Regulation D, in that (a) the
  investor or its purchaser representative is reasonably believed to have
  such knowledge and experience in financial and business matters that it
  is capable of evaluating the merits and risks of the investment, (b) the
  investor or its purchaser representative were provided with required
  information and an opportunity to obtain additional information a
  reasonable period of time prior to the transaction, and (c) the investor
  or its purchaser representative were advised of the limitations on resale
  of the common stock.

*    On August 15, 2000 we issued 735,295 shares of our common stock to
  accredited investors in a private placement.  The issuance was made
  pursuant to the exemption from registration provided by SEC Regulation D.

ITEM 6.   SELECTED FINANCIAL DATA

     All financial data for the years referenced below were derived from
our Consolidated Financial Statements for those years and the
comparability of the information is affected by acquisitions,
dispositions, and other transactions which are described in the footnotes
which accompany those Consolidated Financial Statements, and which should
be read in conjunction with this five-year financial summary.  Other
factors which may affect the comparability of the information for the
more recent fiscal years are discussed further in Item 7 below.
<PAGE>
                                  Year Ended June 30,
                      2000          1999         1998         1997         1996

Consolidated Statement
of Operations Data

Revenues       $ 9,145,705  $ 11,486,058  $ 2,487,213  $ 2,503,512  $ 7,656,836

Net Loss       (10,863,875)   (6,297,353) (17,418,141)  (7,509,040)  (5,887,313)

Loss per
 Common Share(1)     (0.57)        (0.52)       (3.37)       (2.33)       (3.55)

Loss from
 Continuing
 Operations    (10,863,875)   (6,297,353) (17,418,141)  (8,298,466)  (5,887,313)

Loss from
 Continuing
 Operations per
 Common Share(1)     (0.57)        (0.52)       (3.37)       (2.57)       (3.55)

Consolidated Balance Sheet Data

Total Assets    12,523,204    14,080,768   17,728,662   15,474,753   15,210,406

Long Term Debt
 including Current
 Maturities        595,324     3,823,210    3,835,315      525,837    1,450,435

Stockholders'
 Equity          9,270,299     8,336,978    7,300,231   12,300,635   11,723,532

(1)  Computed based upon the weighted average number of common shares
     outstanding during each fiscal year.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     The following discussion provides information to assist in the
understanding of our financial condition and results of operations and
should be read in conjunction with the Consolidated Financial Statements
and related notes appearing elsewhere herein.

                       Forward Looking Statements

     This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize,
and which are subject to various risks and uncertainties, including
statements concerning expected expenses, and the adequacy of our sources
of cash to finance our current and future operations.  When used in this
report, the words "plans," "believes," "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-
looking statements.  Factors which could cause actual results to
materially differ from our expectations include the following: general
economic conditions and growth in the high tech industry; competitive
factors and pricing pressures; changes in product mix; the timely
development and acceptance of new products; and the risks described from
time to time in the our SEC filings.  These forward-looking statements
<PAGE>
speak only as of the date of this report.  We expressly disclaim any
obligation or undertaking to release publicly any updates or change in
our expectations or any change in events, conditions or circumstances on
which any such statement may be based, except as may be otherwise
required by the securities laws.

                                Overview

     uniView Technologies Corporation offers competencies and expertise
in creating solutions for video on demand.  Our primary focus is the
development of advanced digital set top boxes and the related support
technologies, such as broadband connectivity and computer telephony
integration software (Customer Service Support Software).  We market our
products and services both domestically and internationally focusing on
telecommunications, hospitality, utilities, banking, multilevel
marketing, and other Fortune 1,000 companies.  More information about us
can be found at our web site, www.uniView.com.

                          Results of Operations

Revenues

     Total revenues for fiscal year 2000 declined 20.4% to $9.15 million,
as compared to $11.49 million in 1999.  The $2.34 million decline is
primarily attributable to reduced revenue at Network America as the
result of closing an unprofitable office in May 1999.  The office had no
activity in the current fiscal year and contributed $2.39 million to
total revenue in 1999.  Moreover, a subsidiary sold in October 1998,
CompuNet Support Systems, Inc., had contributed $1.25m to revenue in
fiscal 1999 with none in 2000.  The decline in revenue from these two
operations was somewhat mitigated by revenues of approximately $1.51
million contributed by uniView Softgen, a new subsidiary of the Company
that commenced operations in November 1999.  Revenues for fiscal year
2000 are primarily comprised of network system design and integration
services and the new revenues from the sale of CTI products and support
services provided by uniView Softgen.  We expect our set top box revenues
to increase dramatically in the coming fiscal year as negotiated
contracts begin to be fulfilled.  We also believe that overall demand for
the set top box, a device that provides Internet capability to users
through the television set, will begin to show signs of improvement as
high speed DSL and fiber optic capabilities become more readily
accessible in the marketplace.

     Total sales for fiscal year 1999 were $11.49 million, which
represents a significant increase over sales of $2.49 million in 1998.
Most of the sales for 1999 can be attributed to network system design and
integration services provided through our subsidiary, Network America,
Inc. ("NWA"), which was acquired at the end of fiscal year 1998.
<PAGE>
Gross Profit

     Gross profit increased 51.4 % to $2.68 million in fiscal year 2000,
as compared to $1.77 million in 1999.  As a percentage of total revenue,
gross profit increased to 29.3% in fiscal year 2000, compared to 15.4% in
the previous year.  The increase as a percentage of revenue is primarily
a result of higher gross margins associated with uniView Softgen's
software products and support services.  Furthermore, the Company has
undertaken to phase out business lines in Network America with low
margins and focus resources on opportunities that are expected to yield
increased margins.

     Gross profit in 1999 was 15.4%, compared to a negative 55.3% gross
profit in 1998.  Gross margin for the sale of products for 1999 was
approximately $1.48 million, which represents an increase of
approximately $896,000 over 1998.  Gross margin for service revenue for
1999 was $284,000, which represents an increase of approximately $1.3
million over 1998.

Inventories and Software Costs Write-Down

     During fiscal year 2000, inventories of early versions of our set
top box were written off totaling approximately $91,000.  These units
were developed for specific applications and were not as versatile and
innovative as the market now demands.  Even though the units were written
off, we continue to market the boxes to niche markets and applications
when opportunities arise.

     During 1998 we wrote down our inventories related to our set top box
by $869,490, which represents the inventories estimated net realizable
value and had an additional provision for inventory obsolescence of
$75,263.  No inventories were written down in 1999.  The 1998 write-down
was the result of a change in the marketing strategy of our set top
boxes, which were initially offered on a retail basis in the consumer
electronics market.  However, because of slow consumer acceptance of this
product category, we realized that set top box sales alone would not
produce the kind of return on investment that we hope to achieve for our
shareholders.  We redirected our focus and determined not to sell uniView
set top boxes on a retail basis, but rather to bundle the product,
together with our connectivity and other computer-related services, and
market the resulting package in a commercially based market.

     Software development costs of $201,000 capitalized in fiscal year
2000 is attributable to continued improvements and enhancements to the
various models of our set top box.  Efforts to improve the Company's
product offerings by expanding capability and functionality are driven by
customer and market demands in conjunction with ever improving
technologies.  These efforts are expected to be ongoing as the Company
strives to provide leading edge technologies in a very dynamic market
environment.
<PAGE>
                           Operating Expenses

     Total operating expenses for fiscal year 2000 increased $3.66
million to slightly over $13.31 million, compared to approximately $9.68
million for the same period last year.  Significant components of
operating expenses for the fiscal years ended June 30, 2000 and 1999
consisted of the following:

                                               Twelve months ended
                                         June 30, 2000       June 30, 1999

Compensation                              $  4,984,023        $  3,674,393
Facilities                                     761,848             857,816
Depreciation                                 1,313,240           1,430,783
Online service expense                         878,754            (112,089)
Amortization of software development costs,
     trademark, and goodwill                 1,133,896           1,693,487
Legal expense                                  299,130              73,281
Stock option expense                           661,413                  --
Other                                        3,280,726           2,062,831
                                          ------------        ------------
Total                                     $ 13,313,030        $  9,680,502

     The overall increase in fiscal year 2000, compared to the same
period in 1999, is primarily caused by operating expenses of newly
acquired operations of uniView Softgen and Zirca Corporation, legal fees
incurred by the Company for defense in various pending litigation
matters, stock option expense relating to options granted to employees at
prices less than the full market price at date of grant, and online
service expense for an online television directory service offered to set
top box users as well as line charges.  The online service expense credit
in 1999 resulted from a settlement with service providers for reduced
charges incurred in prior years.

     Other expenses include one-time moving expenses relating to the
relocation of the Company's corporate offices in fiscal year 2000,
expenses relating to acquisitions, advertising, bad debt provisions,
professional fees, telephone, travel, and other general and
administrative expenses.

     Total operating expenses for fiscal 1999 decreased by $2.89 million
from 1998.  Compensation expense increased over 1998 by $870,000, which
resulted from the effect of a full year's reporting of the employees
acquired with NWA at the end of the previous year.  Expenses related to
the Internet online service were reduced by approximately $1 million in
1999 from 1998; public company expenses consisting of filing fees,
brokerage fees and commissions was reduced by $436,000 in 1999 from 1998;
and marketing and advertising expenses were reduced by $1.2 million in
1999 from 1998.  Significant components of operating expenses for 1999
consisted of $3.67 million for compensation; $858,000 for facilities (net
of $1.4 million for depreciation); and $1.69 million for amortization of
software development costs, trademark and goodwill.
<PAGE>
Interest Expense

     Interest expense for fiscal year 2000 was $283,000 as compared to
$472,000 in 1999.  The decrease is due to an overall reduction in debt
and decreased borrowings throughout the year under the Company's line of
credit arrangement.

     Interest expense increased to $472,000 in fiscal 1999 from $307,000
in fiscal 1998.  This increase was a result of additional borrowings to
fund operations.

                     Liquidity and Capital Resources

Cash Flows From Operations

     Cash used by operations for the fiscal year ended June 30, 2000 was
$6.70 million compared to $5.23 million in 1999.  Major components of
cash flows from operations in fiscal year 2000 were a net loss from
operations of $10.86 million, offset by depreciation and amortization of
$3.45 million and stock compensation expense of $661,000.

     Cash used by operations for the fiscal year ended June 30, 1999 was
$5.23 million, compared to $6.29 million in 1998.  Major components of
cash flows from operations in fiscal 1999 included: $3.1 million for
depreciation and amortization; a decrease of $791,000 in accounts payable
and accrued liabilities; $1.66 million for recognition of gain on sale of
subsidiaries; and the effects of a $6.3 million loss from operations.

     Cash used by operations for the fiscal years ended June 30, 1998
were $6.29 million.  Major components of cash flows from operations in
fiscal 1998 included: $1.75 million decreases in prepaid expenses, a
significant portion of which relates to amounts reclassified to
inventories which accounts for the $1.1 million increase in inventories,
approximately $500,000 of the decrease in prepaid expenses relates to
advertising costs expensed in 1998; the increase in accounts payable,
accrued liabilities, and other current liabilities of $3.28 million;
$3.17 million for depreciation and amortization; $4.39 million for the
write down of inventories and capitalized software; and the effects of a
$17.4 million loss from operations.

Cash Flows From Investing Activities

     During fiscal year 2000, we purchased for cash $495,000 of property
and equipment as compared to $126,000 during fiscal 1999.  Additional
development costs of $201,000 were capitalized as expenditures relating
to improvements in one of our primary products, the set top box.  As part
of the uniView Softgen acquisition, we received approximately $92,000 in
cash.

     During fiscal year 1999, we purchased for cash $126,000 of property
and equipment as compared to $1.29 million in fiscal year 1998.  We paid
$414,000 in cash for improvements to the uniView set top box product line
and Internet services in fiscal 1999 as compared to $3.22 million spent
in cash developing these product lines during fiscal 1998.  We collected
another $201,000 on notes receivable and received $250,000 from the sale
of land in fiscal 1999.
<PAGE>
     During fiscal 1998, we purchased for cash $1.29 million of property
and equipment as compared to $2.1 million during fiscal 1997.  The
expenditures during 1998 relate primarily to property and equipment in
connection with the Internet service.  We paid $3.22 million in cash for
continued development of the uniView set top box product line and
Internet services in fiscal 1998 as compared to $3.65 million spent in
cash developing these product lines during fiscal 1997.  Additionally,
during 1998, we collected $627,000 on notes receivable; and $1.1 million
was paid in cash during 1997 for licensing of technologies pertaining to
software for the set top box and uniView Xpressway product lines.

Cash Flows From Financing Activities

     Cash flow from financing activities generated $4.3 million during
fiscal year 2000; major components include $4.2 million from equity
transactions and $1.0 million from the exercise of stock warrants.
Additionally, net repayment of the bank line of credit totaled slightly
more than $389,000 for the year.

     We generated net cash from financing activities of $7.45 million
during the fiscal year ended June 30, 1999.  Significant components
included $6 million received from preferred and common stock; $2.2
million received for convertible debentures and other borrowings; and
$500,000 used for payments on long term debt.

     We generated net cash from financing activities of $11.7 million
during the fiscal year ended June 30, 1998.  Significant components
included $9.65 million received from preferred and common stock; $2.5
million, the significant portion of which was received under a borrowing
arrangement; and $414,000 for payments on long term debt.  A significant
portion of the preferred stock issued for cash was converted into common
stock.

                              Other Matters

Cash Flow

     During the fiscal years ended June 30, 2000, 1999 and 1998 we did
not achieve a positive cash flow from operations.  Accordingly, we rely
on available borrowing arrangements and continued sale of our common
stock and preferred stock to fund operations until a positive cash flow
from operations can be achieved.  We expect to achieve a positive cash
flow in the coming fiscal year; however, if we are unable to achieve a
positive cash flow from operations, additional financing or placements
will be required.  We continually evaluate opportunities with various
investors to raise additional capital, without which, our growth and
profitability could be restricted.  Although we believe that sufficient
financing resources are available, there can be no assurance that such
resources will continue to be available to us or that they will be
available upon favorable terms.
<PAGE>
Factors That May Affect Future Results

     We participate in a highly volatile industry that is characterized
by rapidly changing patterns and fierce industry-wide competition.  It is
clear that we will be required from time to time to adjust our focus to
adapt to the rapidly changing marketplace.  Any delay or failure in
anticipating or responding to such rapidly changing conditions could have
an adverse effect upon our anticipated operating results.

Outlook:  Issues and Uncertainties

     We do not provide forecasts of future financial performance.  While
we continue to pursue new business that complements our overall business
plan, the following issues and uncertainties, among others, should be
considered in evaluating our growth outlook.

Rapid Technological Change

     The computer systems design services and interactive broadband
industry is undergoing rapid changes including evolving industry
standards, frequent new product and services introductions and changes in
customer requirements and preferences.  The introduction of new
technologies, products and services can render our existing and announced
technologies, products and services obsolete or unmarketable.  The
development cycle for new technology may be significantly longer than our
past development cycle for existing and proposed technology and may
require us to invest our resources in areas that may not become
profitable.  There can be no assurance that the expected demand for our
technologies, products and services will materialize or continue or that
the mix of our future offerings will keep pace with technological changes
or satisfy evolving customer preferences or that we will be successful in
developing and marketing future technologies, products and services.
Failure to keep pace with customer preferences and requirements in a
timely fashion could have a material adverse effect on our business,
operating results and financial condition.

Long-term Research and Development Investment Cycle

     Software requires an investment in its development that often
involves a long payback cycle.  We have made significant investments in
software research and development in the past, which may not be recouped
in the near future; however, we expect spending for research and
development in fiscal year 2001 to remain relatively low.

Limited Protection of Intellectual Property and Proprietary Rights:  Risk
of Litigation

     We regard our convergence technology containing software-related
components as proprietary and we rely primarily on a combination of
trademark, copyright and trade secret laws, employee and third-party
nondisclosure agreements, and other methods to protect these proprietary
rights.  As the number of convergence products in the industry increases
and the functionality of these products overlap, infringement claims may
also increase.  There can be no assurance that third parties will not
assert infringement claims against us in the future with respect to
current or future products.
<PAGE>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk from changes in interest rates which
may adversely affect our financial position, results of operations and
cash flows.  In seeking to minimize the risks from interest rate
fluctuations, we manage exposures through our regular operating and
financing activities.  We do not use financial instruments for trading or
other speculative purposes and we are not a party to any leveraged
financial instruments.

     We are exposed to interest rate risk primarily through our borrowing
activities, which are described in the "Long-Term Debt" Notes to the
Consolidated Financial Statements, which are incorporated herein by
reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Consolidated Financial Statements and related Financial Statement
Schedules are included immediately following the signature page of this
Form 10-K.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     A new independent accountant, Grant Thornton LLP, was engaged as of
December 1, 1998 as the principal accountant to audit the Registrant's
financial statements beginning with fiscal year ended June 30, 1999.

     The client-auditor relationship with King Griffin & Adamson P.C.
ended, with the approval of our audit committee, as of December 1, 1998.
The change resulted from our desire to move to a larger firm.

     During our two most recent fiscal years and the subsequent interim
period preceding termination of the relationship, there were no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure.  Although unrelated to the change, the former
accountant's report on our financial statements for fiscal year 1998
contained an opinion that was qualified concerning our ability to
continue as a going concern.  The former accountant was provided with a
copy of the above disclosures and was requested to furnish us with a
letter addressed to the Commission stating whether it agrees with the
above statements and, if not, stating the respects in which it does not
agree.  The former accountant's letter was filed as an exhibit to our
Current Report on form 8-K dated December 1, 1998.

                                PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                     The Board of Directors

     The following sets forth, with respect to each member of our Board
of Directors as of June 30, 2000, his name, age, period served as
director, present position, if any, with the Company and other business
experience.  All directors serve one-year terms between annual meetings
of shareholders.
<PAGE>
     Patrick A. Custer, 51, is the Chairman of the Board, President and
Chief Executive Officer.  Mr. Custer served as a director from 1984 to
1985, and from 1987 until the present.  He served as President and Chief
Executive Officer from 1984 to 1985 and from September 1992 until the
present.  From 1986 until 1990, Mr. Custer was an international business
consultant for Park Central Funding (Guernsey), Ltd.  From 1978 until
1982, Mr. Custer was a general securities principal and worked for a
major brokerage firm as a corporate finance specialist and was owner of
his own brokerage firm.  He was responsible for structuring and funding
IPO's, real estate, energy companies, and numerous high-tech start-up
companies.  Mr. Custer's technical experience includes engineering and
management positions with Texas Instruments and Honeywell.  Mr. Custer is
a graduate of Texas Tech University in Finance and Management, with
additional studies in Electrical Engineering and master studies in
Finance.

     Edward M. Warren, 59, has been a director since September 1992.
Since 1980, he has been the Registered Principal and Branch Manager for a
major securities firm in Albany, New York.  He is also a Financial
Consultant, having presented numerous financial seminars over the years
throughout eastern New York and western New England.  He is also a co-
founder of the Coronado Group, through which he has in the past provided
professional services to the financial community, such as the analysis of
economic and market conditions, review of financial products, exchange of
marketing ideas, and continuing evaluation and recommendation of asset
allocation models.  Mr. Warren received his undergraduate degree from
Williams College and holds a Master of Arts degree from Harvard
University.

     Billy J. Robinson, 52, has been a director since March 1994.  He has
also served as Vice President and General Counsel since October 1993, and
as Secretary since June 1994.  Mr. Robinson has over twenty years legal
experience, representing banks and other financial institutions, with a
concentration in commercial transactions.  Mr. Robinson is admitted to
practice before the United States Supreme Court, the United States
District Court for the Northern District of Texas and the District of New
Mexico, and is licensed to practice before all state courts in Texas and
New Mexico.  Mr. Robinson is a certified Mediator in the State of Texas
and is the author of the 1994-95 Real Estate Law Correspondence Course
for the Texas Tech University Paralegal Certification Program.

     Bernard S. Appel, 68, has been a director since February 1995.  He
enjoyed a career of 34 years with Radio Shack, holding every key
merchandising and marketing position, culminating with his promotion to
president in 1984.  In 1992 he was promoted to Chairman of Radio Shack
and Senior Vice President of Tandy Corporation.  Since July 1993, Mr.
Appel has operated the private consulting firm of Appel Associates.

                           Executive Officers

     The following sets forth, with respect to each executive officer not
heretofore named, as of June 30, 2000, his or her name, age, present
position and offices held, period of service in such capacity, and other
business experience.
<PAGE>
     David M. Thomas, 48, has been Vice President of Finance and Chief
Financial Officer since March 2000.  From May 1999 to February 2000, Mr.
Thomas held a similar position with Omega Environmental Technologies, a
Dallas-based manufacturer and distributor of after-market automotive air
conditioning parts and systems.  From April 1995 to April 1999, Mr.
Thomas held a senior financial management position with Currency Systems
International, Inc., a Dallas-based manufacturer of high-speed document
processing equipment for banks, primarily responsible for the financial
management of domestic and international operations.  For twelve years
prior to that, Mr. Thomas was the Chief Financial Officer, Secretary,
Treasurer and a Director for Intertrans Corporation, a publicly traded
international transportation services and logistics company based in
Dallas.  Mr. Thomas holds a bachelor's degree in accounting from Stephen
F. Austin State University.

     Thomas W. (Bill) Park, 65, has been Vice President and Chief
Operating Officer of various subsidiaries of the Company since October 3,
1994.  He is responsible for securing strategic technology partners to
ensure leading-edge product design and manufacturing of uniView products
and the uniView Xpressway systems and services.  He has in the past
managed annual sales in excess of $250 million, both domestic and abroad.
Mr. Park has a dynamic breadth of experience in manufacturing, quality
assurance, engineering, product development and customer service.  Mr.
Park enjoyed a career of 29 years with Curtis Mathes Corporation (CMC),
before leaving in August, 1993 for a position as Vice President of
Benelec Corporation, an international trading company dealing in
electronics, medical supplies, and other products.  From August, 1993
until his return to the company in 1994, Mr. Park continued to make his
knowledge and experience available to CMC as a consultant.  During his
career with CMC, he served in various positions, beginning as an Office
Manager/Cost Accountant in 1964 and culminating as Executive Vice
President in 1985, in which capacity he served until 1993.  Mr. Park has
traveled extensively and maintains valuable business contacts in Europe
and Asia.  He holds a Bachelor of Business Administration degree in
Finance from the University of Texas.

     Thomas P. O'Mara, 40, is the President and Chief Strategic Officer
of the Products Group division of the Company, responsible for the sales,
marketing and advertising strategy for uniView digital Set Top Box
applications.  He also supervises corporate marketing and communications,
channel partner programs, and strategic alliance programs.  Mr. O'Mara is
also responsible for pursuing joint development agreements and strategic
alliances with high-tech providers.  Mr. O'Mara joined the Company in
1996, and in 1997 was promoted to Vice President of Sales and Marketing
of all operating subsidiaries.  He was instrumental in the design,
development and implementation of the uniView digital Set Top Box
solution and the uniView Xpressway Internet access system.  Prior to
joining the Company, Mr. O'Mara spent 13 years with Pioneer Electronics,
during which time he was directly involved in sales and marketing aspects
for the majority of all of Pioneer's consumer electronics products.  Mr.
O'Mara holds a Bachelor of Business Administration degree in accounting
from LaSalle University (Philadelphia, PA.).
<PAGE>
     Leslie Leland, 38, is President of the uniView Softgen division of
the Company and a co-founder of Softgen International, the assets of
which were acquired by the Company in October 1999.  She managed the
development of this business from a consulting and services firm to its
current status as an international player in an emerging call center
component of the technology industry.  Since beginning the business eight
years ago with her husband, Cameron Hurst, Ms. Leland has been the
driving force behind the introduction of Softgen's flagship CIMphonyT
products into countries around the world, including foreign and domestic
Fortune 500 businesses.  Prior to founding Softgen International, Ms.
Leland managed the configuration, installation and network connection of
more than 150 computer labs in a joint venture with IBM, at The Future
Now in Dallas.  Earlier in her career, she managed the education division
at MicroAge Computer in Dallas, a joint-venture with IBM, where she
managed the installations of IBM computer labs for the K-12 and higher
education markets.  She began her career with the U.S. China People's
Friendship Association in Washington, D.C. as executive director,
providing leadership and direction for a national non-profit
organization.  Ms. Leland was selected as the Rotary International
Graduate Scholar to Taiwan and received the Northwest Florida Scholar-
Athlete of the Year Award.  Ms. Leland holds a bachelor's degree in
international affairs and political science from Florida State University
and an MBA in international business from Marymount University in
Arlington, VA.

     Cameron E. Hurst, 38, is Vice President of the uniView Softgen
division of the Company and a co-founder of Softgen International, the
assets of which were acquired by the Company in October 1999.  He also
serves as the Chief Technology Officer for the Company's four divisions,
uniView Softgen, Products Group, Advanced Systems Group and Network
America, and directs and manages all network operations.  Before co-
founding Softgen International eight years ago with his wife, Leslie
Leland, Mr. Hurst developed and implemented call center software
solutions for worldwide airline companies and other transportation-
related industries while at American Airlines Decision Technologies in
Dallas.  He began his career at the 7th Communications Group at the
Pentagon, managing a team of communication engineers in designing,
installing and testing a 10,000-node DOD-level secure network for the
U.S. Air Force headquarters.  Mr. Hurst holds a bachelor's degree in
applied science from the U.S. Air Force Academy in Colorado Springs, CO
and a master's degree in computer science from George Washington
University.

     Jerry N. Burrows, 55, is President of the Network America division
and the Advanced Systems Group division of the Company.  Mr. Burrows
became associated with the Company in 1996, serving as senior consultant
in charge of corporate development.  In 1999, Mr. Burrows was promoted to
President of the Network America division and in 2000 was named President
of Advanced Systems Group.  From 1992 to 1996, Mr. Burrows was Vice
President of F.G. Group (a consulting company affiliated with Chemical
Bank).  From 1988 to 1992, Mr. Burrows was Vice President of Sales and
Marketing for FMC Corporation, and for 15 years before that, he was Vice
President of Business Development for 3M Company.  He began his career as
an avionics officer in the U.S. Air Force.  Mr. Burrows holds a
bachelor's degree in business communications from Oklahoma State
University.
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the 1934 Act ("Section 16(a)"), requires our
directors, executive officers and persons who beneficially own more than
10% of a registered class of our equity securities ("10% Owners") to file
reports of beneficial ownership of our securities and changes in such
beneficial ownership with the Securities and Exchange Commission
("Commission").  Directors, executive officers and 10% Owners are also
required by rules promulgated by the Commission to furnish us with copies
of all forms they file pursuant to Section 16(a).

     Based solely upon a review of the copies of the forms filed pursuant
to Section 16(a) furnished to us, or written representations that no year-
end Form 5 filings were required for transactions occurring during fiscal
year ended June 30, 2000, we believe that during the fiscal year ended
June 30, 2000, all Section 16(a) filing requirements applicable to our
directors, executive officers and 10% Owners were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

                   Summary Compensation Table

     The following table summarizes the compensation paid over the last
three completed fiscal years to our Chief Executive Officer and any other
executive officer who received compensation of $100,000 or more during
the fiscal year ended June 30, 2000.
<TABLE>
<CAPTION>
                                                               Long Term Compensation
                                                               ------------------------------------
                           Annual Compensation                 Awards                       Payouts
                           ----------------------------------  ---------------------------- -------
(a)               (b)      (c)       (d)      (e)              (f)          (g)             (h)      (i)

                                                                                                     All
                                                                                                     Other
Name and          Year                        Other            Restricted   Securities      LTIP     Compen-
Principal         Ended                       Annual           Stock        Underlying      Payouts  sation
Position          Jun. 30  Salary($) Bonus($) Compensation($)  Award(s)($)  Options/SARs(#)  ($)      ($)
<S>               <C>      <C>       <C>      <C>              <C>          <C>             <C>      <C>
Patrick A. Custer 2000     200,340   --       (1)                  --       850,000         --       --
  Chairman of the 1999     184,728   --       (1)                  --            --         --       --
  Board and CEO   1998     170,000   --       (1)                  --        15,000         --       --

Billy J. Robinson 2000     145,131   --       (1)                  --       400,000         --       --
  Vice President, 1999     135,722   --       (1)                  --            --         --       --
  General Counsel 1998     125,000   --       27,500 (2)       18,177        15,000         --       --

Jerry N. Burrows  2000     150,160   --        --                  --        50,000         --       --
  President of
  Network America
  and Advanced
  Systems Group

Thomas P. O'Mara  2000     105,805   --       (1)                  --       300,000         --       --
  President of
  Products Group
</TABLE>
<PAGE>
(1)  Other annual compensation to this executive officer, including
     payment of a car allowance and other personal benefits, did not exceed
     the lesser of $50,000 or 10% of such executive officer's total annual
     salary and bonus for such fiscal year.

(2)  Includes $20,000 in forgiveness of debt incurred in connection with
     Mr. Robinson's relocation to Dallas in 1993.

                           Option/SAR Grants Table

     The following table shows individual grants of stock options made during
fiscal year ended June 30, 2000 to each of the named executive officers.
<TABLE>
<CAPTION>
                                                                               Potential Realizable
                                                                               Value at Assumed
                                                                               Annual Rates of Stock
                                                                               Price Appreciation
                   Individual Grants                                           for Option Term (2)
----------------------------------------------------------------------------   -------------------------
(a)                (b)              (c)          (d)                 (e)                   (f)      (g)
                   Number of
                   Securities       % of Total   Exercise  Market
Name               Underlying       Options      or Base   Price on
                   Options          Granted to   Price     the Date  Expiration
                   Granted(#)(1)    Employees    ($/Sh)    of Grant  Date         0% ($)   5% ($)   10% ($)
                   -------------    ----------   --------  --------  ----------   -------  -------  -------
<S>                <C>              <C>          <C>       <C>       <C>          <C>      <C>      <C>
Patrick A. Custer  400,000          18%          $1.50     $2.19     06/30/04     276,000  518,000  808,000
                   400,000          18%          $1.83     $1.63     09/27/04          --  100,000  316,000
                    50,000           2%          $3.50     $4.69     12/31/04      59,500  124,000  202,500

Billy J. Robinson  100,000           4%          $1.50     $2.19     06/30/04      69,000  129,500  202,000
                   300,000          13%          $1.83     $1.63     09/27/04          --   75,000  237,000

Thomas P. O'Mara   100,000           4%          $1.50     $2.19     06/30/04      69,000  129,500  202,000
                   200,000           9%          $1.83     $1.63     09/27/04          --   50,000  158,000

Jerry N. Burrows    50,000           2%          $3.50     $4.69     12/31/04      59,500  124,000  202,500
</TABLE>
(1)  Options have a five-year life and vested immediately.

(2)  The indicated 5% and 10% rates of appreciation are provided to
     comply with Securities and Exchange Commission regulations and do
     not necessarily reflect the views of the Company as to the likely
     trend in the stock price.  Actual gains, if any, on stock option
     exercises and the sale of Common Stock holdings will be dependent
     on, among other things, the future performance of the Common Stock
     and overall stock market conditions.  There can be no assurance that
     the amounts reflected in this table will be achieved.
<PAGE>
           Aggregated Option/SAR Exercises in Last Fiscal Year
                  and Fiscal Year-End Option/SAR Values

     The following table shows aggregate exercises of options (or tandem
stock appreciation rights) and freestanding stock appreciation rights
during the fiscal year ended June 30, 2000 by each of the named executive
officers.
<TABLE>
<CAPTION>
(a)                (b)             (c)          (d)                (e)

                                                Number of
                                                Securities         Value of
                                                Underlying         Unexercised
                                                Unexercised        In-the-Money
                                                Options/SARs at    Options/SARs at
                                                FY-End (#)(1)      FY-End ($)(1)(2)
                   Shares
                   Acquired        Value        Exercisable (E)/   Exercisable (E)/
Name               on Exercise(#)  Realized($)  Unexercisable (U)  Unexercisable (U)
----               --------------  -----------  -----------------  -----------------
<S>                <C>             <C>          <C>                <C>
Patrick A. Custer        --           --        920,000 (E)        $106,500 (E)

Billy J. Robinson        --           --        430,000 (E)        $ 27,400 (E)

Thomas P. O'Mara         --           --        330,000 (E)        $ 27,400 (E)

Jerry N. Burrows         --           --         50,000 (E)              --
</TABLE>
(1)  The Company has not made any grants of SARs.

(2)  On June 30, 2000 most of the options were not considered "in-the-
     money," as the fair market value of the underlying securities on
     that date ($1.75) did not exceed the exercise price of the options.

                      Compensation of Directors

     None of the inside directors are paid compensation as such, except
for services performed in another capacity, such as an executive officer.
The outside directors are paid $500 per meeting, plus their expenses for
attending Board of Director meetings.  During fiscal 2000, we
additionally granted each of the two outside directors stock options to
purchase 50,000 shares of Common Stock.  The options have a five year
life, vested immediately and are priced at 85% of the average closing
sale price of the Common Stock, as reported by NASDAQ, for the five (5)
trading days immediately preceding the date of grant.  The exercise price
of the options is $1.68 per share and the market price of the Common
Stock on the date of grant, September 21, 1999, was $1.78 per share.
<PAGE>
Employment Contracts and Termination and Change-in-Control Arrangements

     As of July 1, 1999, we entered into employment agreements with named
executive officers Messrs. Custer, O'Mara, Park and Robinson for a one-
year term, ending on June 30, 2000.  The terms of the employment
agreements include an agreed annual salary, employee benefits,
nonstatutory stock options, portions of which vest at certain times
depending on attainment of certain performance goals, and provisions
concerning termination of employment upon sale or change in control.  For
a description of these terms, reference is made to the agreements filed
as exhibits to this Form 10-K.

      Compensation Committee Interlocks and Insider Participation

     Mr. Custer and Mr. Robinson participated in advising our Board of
Directors concerning certain aspects of executive officer compensation
during the last completed fiscal year. Mr. Custer is Chairman of the
Board, President and Chief Executive Officer; and Mr. Robinson is Vice
President, Secretary, General Counsel, and a Director.

          Board of Directors Report on Executive Compensation

Executive Compensation

     We have structured our executive compensation program within our
financial framework with a goal of attracting and retaining high-quality
executive talent.  The executive compensation program consists generally
of base salary and employee benefits.  We review our compensation
programs periodically and compare our pay practices with other similar
companies and with companies staffed with similarly-skilled executives.
During the first fiscal quarter of each year, we review salary increases
for the current year and, considering our financial performance and each
executive officer's perceived contribution to that performance, salaries
are set accordingly.

Chief Executive Officer

     For the year ended June 30, 2000, Mr. Custer received $212,340 for
his services as President and Chief Executive Officer.  The factors we
considered in setting his compensation include Mr. Custer's leadership in
restructuring the Company, his contribution to our strategic focus and
financial positioning, and included a consideration of his
responsibilities, experience, and skills.

          Patrick A. Custer (Chairman)        Edward M. Warren
          Bernard S. Appel                    Billy J. Robinson

     The foregoing report is not incorporated by reference in any prior
or future filings of the Company under the Securities Act of 1933, as
amended (the "1933 Act"), or under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), unless we specifically incorporate the
report by reference and the report shall not otherwise be deemed filed
under such Acts.
<PAGE>
                            Performance Graph

     The following graph compares total stockholder returns of the
Company ("uniView") since June 30, 1995 to two indices:  (1) the "NASDAQ
Market Index ("NASDAQ");" and (2) the aggregate price performance of
equity securities of companies classified under North American Industry
Classification System (NAICS) code 541512 for Computer Systems Design
Services ("MG Group").

     The total return shown for our stock and for each index assumes the
reinvestment of dividends, even though dividends have never been declared
on our stock.  The NASDAQ Market Index tracks the aggregate price
performance of equity securities of companies traded on the NASDAQ Stock
Market.  The MG Group Index tracks the aggregate price performance of
equity securities of companies traded on the various exchanges, including
the NASDAQ Stock Market, which are grouped under NAICS code 541512 for
Computer Systems Design Services.

     The graph should be viewed in the context of the curtailment of the
commodity consumer electronics business operations of subsidiary Curtis
Mathes Corporation during fiscal year ended June 30, 1996, the
introduction during fiscal year ended June 30, 1997 of our
technologically advanced Internet access uniView products and uniView
Xpressway Online Service, the addition during fiscal year ended June 30,
1998 of system integration, technical support and network consulting to
our comprehensive array of interactive business solutions with the
acquisition of Network America, Inc.  Further consideration should note
the addition of computer telephony integration capabilities with the
acquisition of the net assets of Softgen International during fiscal year
ended June 30, 2000.  Accordingly, the graph may not necessarily indicate
our future performance.

         6/30/95   6/30/96  6/30/97   6/30/98  6/30/99   6/30/00

uniView   100.00    200.00   131.83     31.36    32.73     25.45

MG Group  100.00    132.38   122.60    154.42   163.82    118.62

NASDAQ    100.00    125.88   151.64    201.01   281.68    423.84

     The foregoing graph is not incorporated in any prior or future
filings of the Company under the 1933 Act or the 1934 Act, unless we
specifically incorporate the graph by reference, and the graph shall not
otherwise be deemed filed under such Acts.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of August 31,
2000 with respect to the beneficial ownership of Common Stock by (i)
persons known to us to be the beneficial owners of more than 5% of the
outstanding shares of Common Stock, (ii) all directors of the Company,
(iii) each of the executive officers named in the Summary Compensation
Table (appearing in Item 11) and (iv) all directors and executive
officers of the Company and significant subsidiaries as a group.
<PAGE>
     The number of shares of Common Stock beneficially owned by each
individual set forth below is determined under the rules of the
Commission and the information is not necessarily indicative of
beneficial ownership for any other purpose.  Under such rules, beneficial
ownership includes any shares as to which an individual has sole or
shared voting power or investment power and any shares which an
individual presently, or within 60 days of September 28, 2000 (the date
on which this Form 10-K is due at the Commission, the "Due Date"), has
the right to acquire through the exercise of any stock option or other
right.  Unless otherwise indicated, each individual has sole voting and
investment power (or shares such powers with his spouse) with respect to
the shares of Common Stock set forth in the following table.  The
information is based upon corporate records, information furnished by
each shareholder, or information contained in filings made with the
Securities and Exchange Commission.

                                   Number of Shares
     Name and Address              Amount and Nature          Percent
     of Beneficial Owner           of Beneficial Ownership    of Class

5% Beneficial Owners

     Founders Equity Group, Inc.
     2602 McKinney Ave., Suite 220
     Dallas, Texas 75204              1,705,950(1)             6.27%

Directors

     Patrick A. Custer                1,224,040(2)             4.35%
     Billy J. Robinson                  447,889(3)             1.62%
     Edward M. Warren                   185,250(4)             0.68%
     Bernard S. Appel                   170,000(5)             0.62%

Executive Officers

     Patrick A. Custer                1,224,040(2)             4.35%
     Billy J. Robinson                  447,889(3)             1.62%
     Thomas P. O'Mara                   335,895(6)             1.22%
     Jerry N. Burrows                    50,000(7)              .18%

All Directors and Executive
     Officers as a Group              3,493,497(8)            11.61%

(1)  Common shares owned.

(2)  Includes 17,500 shares owned outright by Mr. Custer; 900,000 shares
     issuable to Mr. Custer upon exercise of vested nonstatutory Employee
     Stock Options; 261,830 shares held of record by Custer Company,
     Inc., a family trust, over which Mr. Custer exercises voting
     control; 20,000 shares issuable to Custer Company, Inc. upon
     exercise of warrants; 23,750 shares owned by his wife; 940 shares
     held by his wife for the benefit of his minor daughter; and 10
     shares each held by Mr. Custer for the benefit of his two sons.

(3)  Includes 17,889 shares owned outright, and 430,000 shares issuable
     to Mr. Robinson upon exercise of vested nonstatutory Employee Stock
     Options.
<PAGE>
(4)  Includes 20,250 shares owned outright, and 165,000 shares issuable
     to Mr. Warren upon exercise of vested nonstatutory stock options.

(5)  Includes 5,000 shares owned outright, and 165,000 shares issuable to
     Mr. Appel upon exercise of vested nonstatutory stock options.

(6)  Includes 5,895 shares owned outright, and 330,000 shares issuable to
     Mr. O'Mara upon exercise of vested nonstatutory Employee Stock Options

(7)  Includes 50,000 shares issuable to Mr. Burrows upon exercise of
     vested nonstatutory stock options.

(8)  Includes 2,413,074 shares beneficially owned by all directors and
     Executive Officers shown above.  Also includes 6,695 shares owned
     outright, and 331,360 shares issuable to Mr. Park upon exercise of
     vested nonstatutory Employee Stock Options.  Also includes 25,000
     shares issuable to Mr. Thomas upon exercise of vested nonstatutory
     Employee Stock Options.  Also includes 123,684 shares owned
     outright, and 235,000 shares issuable to Ms. Leland upon exercise of
     warrants.  Also includes 123,684 shares owned outright, and 235,000
     shares issuable to Mr. Hurst upon exercise of warrants.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

                                 PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)(1)    Financial Statements

          Reference is made to the financial statements filed as part of
          this report.

     (2)  Financial Statement Schedules

          Reference is made to the financial statement schedules filed as
          part of this report.

          All other schedules are omitted because they are not applicable
          or not required, or because the required information is
          included in the financial statements or notes thereto.

     (3)  Exhibits

          Reference is made to the Exhibit Index at the end of this Form
          10-K for a list of all exhibits filed with and incorporated by
          reference in this report.

     (b)  Reports on Form 8-K

          During the three months ended June 30, 2000 the Company filed
          no Reports on Form 8-K.
<PAGE>
     "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.  With the exception of historical information, the
matters discussed or incorporated by reference in this Annual Report on
Form 10-K are forward-looking statements that involve risks and
uncertainties including, but not limited to, economic conditions, product
demand and industry capacity, competitive products and services and
pricing, manufacturing efficiencies, new product development, ability to
enforce intellectual property rights, and other risks indicated in
filings with the Securities and Exchange Commission.

                           SIGNATURES

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

                              UNIVIEW TECHNOLOGIES CORPORATION

                              By:      /s/    PATRICK A. CUSTER
                                           Patrick A. Custer
                                  President and Chief Executive Officer

September 28, 2000

     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 Company and in the capacities and on the dates indicated.

     Principal Executive Officer

/s/ PATRICK  A.  CUSTER    Chairman  of  the  Board,         September 28, 2000
     Patrick A. Custer     President, Chief Executive Officer
                           and Director

    Principal Financial and Accounting Officer

/s/ DAVID M. THOMAS        Vice President, Finance and       September 28, 2000
     David M. Thomas       Chief Financial Officer

    Additional Directors

/s/ BILLY J. ROBINSON      Vice President, Secretary,        September 28, 2000
     Billy J. Robinson     General Counsel and Director

/s/ EDWARD M. WARREN       Director                          September 28, 2000
     Edward M. Warren

/s/ BERNARD S. APPEL       Director                          September 28, 2000
     Bernard S. Appel
<PAGE>
           Report of Independent Certified Public Accountants

Board of Directors
uniView Technologies Corporation and Subsidiaries

We  have  audited the accompanying consolidated balance sheets of uniView
Technologies Corporation and Subsidiaries as of June 30, 2000  and  1999,
and  the  related  consolidated  statements  of  operations,  changes  in
stockholders' equity and cash flows for each of the two years then ended.
These  financial  statements are the responsibility of  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
uniView Technologies Corporation and Subsidiaries as of June 30, 2000 and
1999,  and  the  consolidated  results  of  their  operations  and  their
consolidated  cash  flows  for  each of  the  two  years  then  ended  in
conformity  with accounting principles generally accepted in  the  United
States of America.

We  have  also audited Schedule II for the years ended June 30, 2000  and
1999.   In  our  opinion, this schedule presents fairly, in all  material
respects, the information required to be set forth therein.

The  accompanying financial statements have been prepared  assuming  that
the  Company will continue as a going concern.  As shown in the financial
statements,  the  Company incurred net losses of $10,863,875,  $6,297,353
and  $17,418,141  for  the  years ended June 30,  2000,  1999  and  1998,
respectively.  These factors, among others, as discussed in Note B to the
financial statements raise substantial doubt about the Company's  ability
to  continue as a going concern.  Management's plans in regard  to  these
matters are described in Note B.  The financial statements do not include
any   adjustments   that  might  result  from  the   outcome   of   these
uncertainties.

GRANT THORNTON LLP

Dallas, Texas
August 18, 2000
                                  F-1
<PAGE>
           Report of Independent Certified Public Accountants

Board of Directors
uniView Technologies Corporation and Subsidiaries (Formerly Curtis Mathes
Holding Corporation)

We  have  audited the consolidated statements of operations,  changes  in
stockholders'  equity and cash flows of uniView Technologies  Corporation
and  Subsidiaries  for  year  ended June 30,  1998.   These  consolidated
financial  statements are the responsibility of the Company's management.
Our  responsibility  is  to  express an  opinion  on  these  consolidated
financial statements based on our audit.

We  conducted  our  audit in accordance with generally accepted  auditing
standards.  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  audit
provides a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred to  above
present  fairly, in all material respects, the results of operations  and
the  cash flows of uniView Technologies Corporation and Subsidiaries  for
year   ended  June  30,  1998,  in  conformity  with  generally  accepted
accounting principles.

We  have also audited Schedule II for year ended June 30, 1998.   In  our
opinion,  this  schedule presents fairly, in all material  respects,  the
information required to be set forth therein.

The  accompanying  consolidated financial statements have  been  prepared
assuming that the Company will continue as a going concern.  As discussed
in  Note  B  to  the consolidated financial statements, the  Company  has
experienced  recurring losses and has a working capital  deficiency  that
raises  substantial  doubt  about its ability  to  continue  as  a  going
concern.   Management's  plans  in  regard  to  these  matters  are  also
described  in  Note  B.   The financial statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.

                                        KING GRIFFIN & ADAMSON P.C.

Dallas, Texas
September 14, 1998
                                  F-2
<PAGE>
            uniView Technologies Corporation and Subsidiaries

                       CONSOLIDATED BALANCE SHEETS

                                 June 30,

                ASSETS                                     2000          1999
                                                   ------------  ------------
CURRENT ASSETS
  Cash and cash equivalents                        $  1,422,167  $  4,412,664
  Trade accounts receivable, net of allowance
     of $5,874 in 2000 and $76,510 in 1999            1,126,462     1,117,308
  Inventories                                           261,601       436,583
  Prepaid expenses                                      883,268        28,283
  Other current assets                                  372,086            --
                                                   ------------  ------------
      Total current assets                            4,065,584     5,994,838

PROPERTY AND EQUIPMENT, net of accumulated
  depreciation                                        1,057,541     1,310,207

OTHER ASSETS
  Purchased software, net of accumulated
    amortization of $291,154 in 2000                  2,203,811            --
  Software development costs, net of accumulated
    amortization of $4,384,322 in 2000 and
    $3,038,519 in 1999                                  546,328     1,690,958
  Licenses, net of accumulated amortization of
    $275,000 in 2000 and $123,750 in 1999                    --       151,250
  Trademark, net of accumulated amortization
    of $1,552,357 in 2000 and $1,308,119 in 1999      3,332,398     3,576,636
  Goodwill, net of accumulated amortization of
    $211,919 in 2000 and $318,730 in 1999             1,208,414     1,302,699
  Other                                                 109,128        54,180
                                                   ------------  ------------
      Total other assets                              7,400,079     6,775,723
                                                   ------------  ------------
      Total assets                                 $ 12,523,204  $ 14,080,768
                                                   ============  ============
                                  F-3
<PAGE>
               uniView Technologies Corporation and Subsidiaries

                 CONSOLIDATED BALANCE SHEETS - CONTINUED

                                June 30,

      LIABILITIES AND STOCKHOLDERS' EQUITY                 2000          1999
                                                   ------------  ------------
CURRENT LIABILITIES
  Trade accounts payable                           $    505,468  $    778,485
  Accrued and other current liabilities               1,188,082     1,142,095
  Line of credit                                        321,442       710,858
  Current maturities of long-term debt                   51,958       366,447
  Current maturities of obligations under
    capital leases                                       93,000        55,168
  Deferred revenue                                      964,030            --
                                                   ------------  ------------
      Total current liabilities                       3,123,980     3,053,053

LONG TERM DEBT, less current maturities                      --     2,590,017

OBLIGATIONS UNDER CAPITAL LEASES, less
   current maturities                                   128,925       100,720
                                                   ------------  ------------
      Total liabilities                               3,252,905     5,743,790

COMMITMENTS AND CONTINGENCIES                                --            --

STOCKHOLDERS' EQUITY
  Preferred stock, cumulative, $1.00 par value;
  1,000,000 shares authorized
    Series A, 30,000 and 140,000 shares issued
      and outstanding at June 30, 2000 and 1999,
      respectively (liquidation preference of
      $30,000 and $140,000)                              30,000       140,000
    Series H, 2 and 3 shares issued and outstanding
      at June 30, 2000 and 1999, respectively
      (liquidation preference of $50,000 and $75,000)         2             3
    Series 1999-C, 44 shares issued and outstanding
      at June 30, 1999 (liquidation preference of
      $1,100,000)                                            --            44
    Series 1999-D1, 720 shares issued and outstanding
      at June 30, 2000 and 1999 (liquidation preference
      of $18,000,000)                                       720           720
    Series 1999-E, 96 shares issued and outstanding at
      June 30, 1999 (liquidation preference of $2,400,000)   --            96
   Common stock, $.10 par value; 80,000,000 shares
      authorized; 26,456,521 and 15,013,150 shares
      issued and outstanding at June 30, 2000 and
      1999, respectively                              2,645,652     1,501,315
   Additional paid in capital                        59,944,947    49,128,729
   Accumulated deficit                              (53,351,022)  (42,433,929)
                                                   ------------  ------------
      Total stockholders' equity                      9,270,299     8,336,978
                                                   ------------  ------------
      Total liabilities and stockholders'equity    $ 12,523,204  $ 14,080,768
                                                   ============  ============
         The accompanying notes are an integral part of these statements
                                  F-4
<PAGE>
              uniView Technologies Corporation and Subsidiaries

                  CONSOLIDATED STATEMENTS OF OPERATIONS

                           Year ended June 30,

                                             2000          1999          1998
                                     ------------  ------------  ------------
Revenues
  Product sales                      $  7,710,606  $ 10,160,563  $  2,197,507
  Services                              1,435,099     1,325,495       289,706
                                     ------------  ------------  ------------
      Total revenues                    9,145,705    11,486,058     2,487,213

Cost of products and services
  Cost of product sales                 5,553,372     8,677,047     2,554,560
  Cost of services                        910,958     1,041,840     1,309,297
                                     ------------  ------------  ------------
      Total cost of products and
         services                       6,464,330     9,718,887     3,863,857
                                     ------------  ------------  ------------
      Gross margin                      2,681,375     1,767,171    (1,376,644)

Operating expenses                     13,313,030     9,680,502    12,569,050

Write-down of software
  development costs                            --            --     3,519,584
                                     ------------  ------------  ------------
      Operating loss                  (10,631,655)   (7,913,331)  (17,465,278)

Other (income) expense
  Loss from sale of land                       --        82,800            --
  Interest and other income               (50,876)     (510,106)     (354,062)
  Interest expense                        283,096       471,545       306,925
  Gain on sale of subsidiaries                 --    (1,660,217)           --
                                     ------------  ------------  ------------
      Total other (income) expense        232,220    (1,615,978)      (47,137)
                                     ------------  ------------  ------------
      NET LOSS                        (10,863,875)   (6,297,353)  (17,418,141)

Dividend requirements on
  preferred stock                         901,800       199,441       391,445
                                     ------------  ------------  ------------
Net loss attributable to
  common stockholders                $(11,765,675)  $(6,496,794) $(17,809,586)
                                     ============   ===========  ============
Per share amounts allocable to
  common stockholders

 Net loss - basic and diluted             $(.57)        $(.52)       $(3.37)

Weighted average common shares
  outstanding                          20,572,886    12,402,179     5,282,511

         The accompanying notes are an integral part of these statements

                                  F-5
<PAGE>
<TABLE>
                uniView Technologies Corporation and Subsidiaries
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
                                                                                           Additional
                                                 Common Stock         Preferred Stock      Paid-In       Accumulated
                                               Shares      Amount    Shares      Amount    Capital       Deficit
                                           ----------  ----------  --------  ----------   -----------   ------------
<S>                                        <C>         <C>         <C>       <C>          <C>           <C>
Balances - July 1, 1997                     3,670,920  $  367,092   141,287  $  141,287   $30,317,592   $(18,525,336)

Issuance of common stock for cash             100,000      10,000        --          --       240,000             --
Issuance of common stock in exchange for
 equity position in land partnership          142,359      14,236        --          --       265,764             --
Issuance of common stock in exchange for
 settlement of debt, interest and accounts
 payable                                      764,604      76,460        --          --     1,180,747             --
Issuance of common stock for acquisition
 of VMI                                       800,000      80,000        --          --       723,000             --
Conversion of Series K preferred including
 accrued dividends for common stock           164,220      16,422        (9)         (9)       (9,499)        (6,913)
Conversion of Series L preferred for
 common stock                                 248,857      24,886    (1,275)     (1,275)      (23,611)            --
Issuance of Series M preferred for cash            --          --       140         140     3,289,860             --
Conversion of Series M preferred including
 accrued dividends for common stock         1,892,505     189,251      (140)       (140)       55,721       (244,832)
Issuance of Series N preferred for cash            --          --       120         120     2,819,880             --
Conversion of Series N preferred including
 accrued dividends for common stock         2,248,903     224,890      (120)       (120)     (101,577)      (123,194)
Issuance of Series Q Preferred for cash            --          --        60          60     1,409,940             --
Dividends paid through issuance of common
 stock                                            240          24        --          --            --            (24)
Warrants issued for services                       --          --        --          --       432,530             --
Dividends paid in cash                             --          --        --          --            --         (5,000)
Issuance of Series 1998-A1 preferred stock
 for cash                                          --          --        80          80     1,879,920             --
Post reverse split rounding adjustment             62           6        --          --            (6)            --
Net loss for the year                              --          --        --          --            --    (17,418,141)
                                           ----------  ----------  --------  ----------   -----------   ------------
Balances - June 30, 1998                   10,032,670   1,003,267   140,143     140,143    42,480,261    (36,323,440)
</TABLE>
                                       F-6
<PAGE>
<TABLE>
                uniView Technologies Corporation and Subsidiaries
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - CONTINUED
<CAPTION>
                                                                                           Additional
                                                 Common Stock         Preferred Stock      Paid-In       Accumulated
                                               Shares      Amount    Shares      Amount    Capital       Deficit
                                           ----------  ----------  --------  ----------   -----------   ------------
<S>                                        <C>         <C>         <C>       <C>          <C>           <C>
Conversion of Series Q preferred including
 accrued dividends for common stock         1,761,879  $  176,188       (28) $      (28)  $  (168,446)  $     (7,714)
Conversion of Series 1998 A-1 preferred
 including accrued dividends for common
 stock                                        563,100      56,310       (12)        (12)      (52,751)        (3,547)
Sale of common stock for cash               1,375,000     137,500        --          --       412,500             --
Exercise of warrants                          211,751      21,175        --          --        68,557             --
Preferred stock dividends                          --          --        --          --            --         (1,875)
Issuance of Series 1998 - A1 preferred
 stock for cash                                    --          --        16          16       399,984             --
Issuance of common stock in exchange for
 services                                      68,750       6,875        --          --        20,625             --
Conversion of debt to common stock          1,000,000     100,000        --          --       900,000             --
Issuance of Series 1999-C preferred stock
 for cash                                          --          --        44          44     1,099,950             --
Issuance of Series 1999-D1 preferred stock
 for cash redemption of 1998-A1 and
 cancellation of warrants
   Series 1998-A1                                  --          --       (84)        (84)  (11,549,916)            --
   Series 1999-D1                                  --          --       720         720    17,999,280             --
   Series A and B warrants                         --          --        --          --    (2,481,251)            --
Issuance of Series 1999-E Preferred stock
 for Redemption of Series Q
   Series Q                                        --          --       (32)        (32)   (2,399,968)            --
   Series 1999-E                                   --          --        96          96     2,399,904             --
Issuance of warrants with sale of
 subsidiaries                                      --          --        --          --            --        200,000
Net loss                                           --          --        --          --            --     (6,297,353)
                                           ----------  ----------  --------  ----------   -----------   ------------
Balances - June 30, 1999                   15,013,150   1,501,315   140,863     140,863    49,128,729    (42,433,929)
</TABLE>
                                       F-7
<PAGE>
<TABLE>
                uniView Technologies Corporation and Subsidiaries
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - CONTINUED
<CAPTION>
                                                                                           Additional
                                                 Common Stock         Preferred Stock      Paid-In       Accumulated
                                               Shares      Amount    Shares      Amount    Capital       Deficit
                                           ----------  ----------  --------  ----------   -----------   ------------
<S>                                        <C>         <C>         <C>       <C>          <C>           <C>
Redemption of Series A preferred stock             --  $       --  (100,000) $ (100,000)  $        --   $    (18,099)
Conversion of Series A preferred including
 accrued dividends for common stock             7,767         777   (10,000)    (10,000)       10,873         (1,650)
Conversion of Series 1999-E preferred
 including accrued dividends for common
 stock                                        802,696      80,270       (96)        (96)      (72,086)        (8,088)
Conversion of Series 1999-C preferred
 including accrued dividends for common
 stock                                        891,932      89,193       (44)        (44)      (65,643)       (23,506)
Conversion of Series H preferred including
 accrued dividends for common stock             1,666         167        (1)         (1)         (166)            --
Sale of common stock                        1,673,024     167,302        --          --     4,287,963             --
Exercise of warrants                        1,718,250     171,825        --          --       866,550             --
Common stock issued for services              351,250      35,125        --          --       147,375             --
Conversion of debt to common stock          3,918,286     391,828        --          --     2,396,895             --
Legal settlement paid in stock                250,000      25,000        --          --       475,000             --
Preferred stock dividends                          --          --        --          --            --         (1,875)
Acquisitions of businesses                  1,828,500     182,850        --          --     2,108,043             --
Stock compensation for employees and
 directors                                         --          --        --          --       661,414             --
Net loss                                           --          --        --          --            --    (10,863,875)
                                           ----------  ----------  --------  ----------   -----------   ------------
Balances - June 30, 2000                   26,456,521  $2,645,652    30,722  $   30,722   $59,944,947   $(53,351,022)
                                           ==========  ==========  ========  ==========   ===========   ============
</TABLE>
               The accompanying notes are an integral part of this statement
                                         F-8
<PAGE>
  uniView Technologies uniView Technologies Corporation and Subsidiaries

                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                           Year ended June 30,

                                              2000          1999          1998
                                      ------------  ------------  ------------
Cash flows from operating activities
  Net loss                            $(10,863,875) $ (6,297,353) $(17,418,141)
  Adjustments to reconcile net loss
    to cash  and cash equivalents
    used in operating activities
      Loss on sale of assets                    --        82,800            --
      Depreciation and amortization      3,447,138     3,124,272     3,168,332
      Bad debt expense                     114,078        97,453       150,583
      Gain on sale of subsidiaries              --    (1,660,217)           --
      Gain on sale of marketable
        securities                              --            --       (29,015)
      Provision for inventory obsolescence      --            --       944,753
      Write-down of software development
        costs                                   --            --     3,519,584
     Stock compensation expense            661,414            --            --
     Changes in assets and liabilities,
       net of effects from acquisitions
       and dispositions
         Trade accounts receivable           9,779        87,905      (571,588)
         Inventories                       174,982       141,769    (1,110,798)
         Prepaid expenses                 (325,399)      (13,574)    1,752,995
         Other current assets             (372,086)           --            --
         Other assets                       40,831            --        20,835
         Accounts payable and
           accrued liabilities               2,544      (791,160)    3,282,626
         Deferred revenue                  406,957            --            --
                                      ------------  ------------  ------------
          Cash and cash equivalents used
            in operating activities     (6,703,637)   (5,228,105)   (6,289,834)

Cash flows from investing activities
  Purchases of property and equipment     (495,378)     (126,198)   (1,287,459)
  Cash from acquisition                     91,681            --            --
  Additions to software development
    costs                                 (201,173)     (414,186)   (3,218,943)
  Licenses                                      --            --       (13,920)
  Sale of marketable securities                 --            --       311,157
  Proceeds from sale of land                    --       250,000            --
  Collections on note receivable                --       200,555       626,785
  Issuance of note receivable                   --            --      (350,000)
                                      ------------  ------------  ------------
        Cash and cash equivalents
          used in investing activities    (604,870)      (89,829)   (3,932,380)

                                  F-9
<PAGE>
            uniView Technologies Corporation and Subsidiaries

            CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                           Year ended June 30,

                                              2000          1999          1998
                                      ------------  ------------  ------------
Cash flows from financing activities
  Proceeds from line of credit        $  5,780,382  $  4,540,057  $         --
  Principal payments on
    line of credit                      (6,169,798)   (4,747,652)           --
  Proceeds from long term debt                  --     2,148,762     2,500,000
  Principal payments on
    long-term debt                        (299,686)     (499,415)     (413,888)
  Principal payments on
    capital lease obligations              (90,306)     (102,748)      (24,256)
  Dividends paid                            (1,875)       (1,875)       (5,000)
  Proceeds from exercise of
    stock warrants                       1,038,375        89,731            --
  Proceeds from sale of
    common and preferred stock           4,179,017     6,018,750     9,650,000
  Redemption of preferred stock
    for cash                              (118,099)           --            --
                                      ------------  ------------  ------------
          Cash and cash equivalents
            provided by financing
            activities                   4,318,010     7,445,610    11,706,856

Net increase (decrease) in cash
  and cash equivalents                  (2,990,497)    2,127,676     1,484,642

Cash and cash equivalents,
  beginning of year                      4,412,664     2,284,988       800,346
                                      ------------  ------------  ------------
Cash and cash equivalents,
  ending of year                      $  1,422,167  $  4,412,664  $  2,284,988
                                      ============  ============  ============
Supplemental information
  Cash paid for:
    Interest                          $     98,909  $    196,839  $     64,427
    Income taxes                      $         --  $         --  $         --

See Note M for supplemental schedule of non-cash investing
and financing activities.

         The accompanying notes are an integral part of these statements

                                  F-10
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Description of Business

 uniView   Technologies  Corporation  and  Subsidiaries  (the   Company),
 previously   known   as   Curtis  Mathes  Holding   Corporation,   offer
 competencies  and expertise in creating solutions for video  on  demand,
 set  top  box  products,  interactive broadband  connectivity,  computer
 telephony  integration software for call center automation, and  overall
 broadband  solutions, as well as providing system integration, technical
 support  and  network consulting.  The Company markets its products  and
 services  both domestically and internationally focusing on  multi-level
 marketing,  hospitality,  utilities,  banking,  telecommunications   and
 other Fortune 1,000 companies.

 Principles of Consolidation

 The  accompanying  financial  statements include  the  accounts  of  the
 Company  and  its  subsidiaries.  All significant intercompany  balances
 and transactions are eliminated in consolidation.

 Use of Estimates

 The  preparation  of financial statements in conformity  with  generally
 accepted  accounting principles requires management  to  make  estimates
 and   assumptions  that  affect  the  reported  amounts  of  assets  and
 liabilities and disclosure of contingent assets and liabilities  at  the
 date  of  the  financial statements and the accompanying notes.   Actual
 results could differ from those estimates.

 Cash Equivalents

 All  highly liquid debt investments with an original maturity  of  three
 months or less are considered to be cash equivalents.

 Inventories

 Inventories  are  stated  at  the  lower  of  average  cost  or  market.
 Inventories  consist of computer parts and peripherals  to  be  used  in
 network systems and products.

 Property and Equipment

 Property and equipment are stated at cost and are depreciated using  the
 straight-line  method  over estimated useful  lives  of  three  to  five
 years.   Maintenance  and repairs are expensed as  incurred.   Equipment
 leased  under capital lease obligations is depreciated over the life  of
 the lease using the straight-line method.

                                  F-11
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 Accounting for Impairment of Long-Lived Assets

 The  Company evaluates long-lived assets and intangibles held  and  used
 for  impairment  whenever  events or changes in  circumstances  indicate
 that  the  carrying  amounts  may  not be  recoverable.   Impairment  is
 recognized  when the undiscounted cash flows estimated to  be  generated
 by those assets are less than the carrying amounts of such assets.

 Software Development Costs

 The  Company  capitalizes software development costs incurred  from  the
 time technological feasibility of the software is established until  the
 software  is ready for use in products.  Research and development  costs
 related   to  software  development  are  expensed  as  incurred.    The
 capitalized  costs  related to software which will  become  an  integral
 part  of  the Company's revenue-producing products and are amortized  in
 relation  to  expected revenues from the product or straight-line,  over
 three  years,  whichever  is greater.  The carrying  value  of  software
 development costs is regularly reviewed by the Company, and  a  loss  is
 recognized  when  the net realizable value by product  falls  below  the
 unamortized cost.

 Fair Value of Financial Instruments

 The   Company's   financial  instruments  consist  of  cash   and   cash
 equivalents,  notes  receivable  and  debt.   The  fair  value  of   all
 instruments  other than debt approximates the recorded  amounts  because
 of  the  liquidity  and short term nature of these  items.   It  is  not
 practicable  to estimate the fair value of the Company's  debt  as  they
 are unique instruments for which there is no public market.

 Stock-Based Compensation

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

 Revenue Recognition

 The  Company  recognizes service revenue as the services  are  provided.
 Equipment  and product sales are recognized at the time of delivery  and
 customer acceptance.

 Advertising Costs

 Advertising costs are charged to operations when the advertising first
 takes place.  Advertising costs for the years ended June 30, 2000, 1999
 and 1998 were $304,069, $189,226 and $1,399,362, respectively.

                                  F-12
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 Loss Per Share

 Basic  loss per common share is based on the weighted average number  of
 common shares outstanding.  Diluted loss per share is computed based  on
 the  weighted average number of shares outstanding, plus the  number  of
 additional  common shares that would have been outstanding  if  dilutive
 potential  common shares had been issued.  In all years  presented,  all
 potential common shares were anti-dilutive.

 Reclassifications

 Certain reclassifications of the 1999 and 1998 financial statements  and
 related notes have been made to conform with the 2000 presentation.

NOTE B - GOING CONCERN MATTERS

 The  accompanying consolidated financial statements have  been  prepared
 assuming  the  Company  will continue as a going concern.   The  Company
 incurred  net  losses of $10,863,875, $6,297,353, and $17,418,141 during
 the years ended June 30, 2000, 1999, and 1998, respectively.

 For  the  last  several  years,  the Company  has  been  developing  its
 business  plan with a focus in offering the technical expertise  of  its
 experienced  and  knowledgeable staff to customers wishing  to  increase
 business  productivity by maximizing the benefits of  their  information
 technology.    The   Company's  product  offerings   include   providing
 consulting   services  to  niche  markets,  internet  service   provider
 services,  technology  products  through  its  set  top  box,  and   the
 licensing  of  the  Curtis  Mathes  trademark.   Through  the  Company's
 acquisition  of  Network America, Inc. in 1998 and the addition  of  its
 Advanced  System  Group,  revenues increased sharply  during  1999.   In
 October  1999,  the  Company  acquired the assets  and  assumed  certain
 liabilities  of  Softgen  International,  Inc.  to  enter  the  computer
 telephony  integration (CTI) business, which provided  revenue  of  $1.5
 million  in  2000.   However, the Company's operating losses  continued.
 The  Company  is  planning to continue the increase  in  revenue  growth
 coupled  with  a  reduction  in general and administrative  expenses  to
 reach profitability.

 For  the last three years, the Company used significant amounts of  cash
 from  operations  and despite the negative cash flows  from  operations,
 the  Company  was  able  to secure financing  to  support  itself.   The
 Company's  ability to continue as a going concern is  dependent  on  its
 ability  to  continue  to  obtain the necessary  operating  funds  until
 operations begin to generate sufficient cash flows to meet the needs  of
 the Company.

 The  financial statements do not include any adjustments to reflect  the
 possible  effects on the recoverability and classification of assets  or
 liabilities  which  may  result from the inability  of  the  Company  to
 continue as a going concern.

                                  F-13
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE C - BUSINESS COMBINATIONS AND DIVESTITURES

 Acquisitions

 Effective June 12, 1998, the Company acquired 100 percent of the  issued
 and  outstanding  capital stock of Video Management, Inc.  (VMI),  which
 owned  100 percent of the issued and outstanding common stock of Network
 America,  Inc.  (NWA),  an Oklahoma corporation,  and  CompuNet  Support
 Systems,  Inc.  (CNSS),  a Texas corporation.   The  purchase  price  of
 $1,600,000  consisted  of 800,000 shares of the Company's  common  stock
 valued  at  $2.00  per  share.  NWA and CNSS provide  implementation  of
 local  area  networks, network hardware design, consulting and  software
 designed systems and customized hardware, personal computer and  network
 systems  primarily  in  the Southwestern United States.   Goodwill  from
 this  transaction is being amortized over fourteen years on a  straight-
 line basis.

 On  May  15,  1998,  an  individual filed  an  involuntary  petition  in
 bankruptcy  against  the  company that previously  owned  NWA  and  CNSS
 before  VMI  (Previous Owner) requesting that an  order  for  relief  be
 entered  against  that Previous Owner under Chapter  11  of  the  United
 States  Bankruptcy  Code.  Petitioner alleged in his petition  that  the
 Previous  Owner  was  indebted to him, that the Previous  Owner  was  in
 default  on  the  obligation owed to him and that "upon information  and
 belief,  the Previous Owner is generally not paying its debts  that  are
 not subject to bona fide dispute as they become due."

 The  relevance  to  the Company of this proceeding is  that  if  certain
 conditions are satisfied, the acquisition of NWA and CNSS by  VMI  could
 be  reviewed  by  the  Court  to determine  whether  a  preferential  or
 fraudulent  transfer of those assets had occurred under  the  bankruptcy
 code.   The  Previous  Owner  and  VMI  are  both  cognizant  that  this
 proceeding could affect certain interests of the Company in the  future.
 VMI and its shareholders have been very cooperative with the Company  in
 ensuring  that  these  issues are resolved.   The  action  is  currently
 awaiting a final trustees report.

 Management  believes that the proceeding will have no  material  adverse
 effect upon the Company.  However, as with any action of this type,  the
 timing  and  degree  of any effort upon the Company  are  uncertain  and
 there  can be no assurance that the proceeding will not have an  adverse
 impact on the Company in the future.

 Effective  May 1998, the Company acquired 100 percent of the issued  and
 outstanding capital stock of Corporate Network Solutions, LLC  (CNS),  a
 Texas  limited  liability company.  In consideration  of  the  sale  and
 transfer  of the units of ownership of CNS, the Company paid $50,000  in
 cash  and  agreed  to  pay  $150,000 over a  ten-month  period  under  a
 noninterest-bearing  note  payable.   Further,  the  Company  agreed  to
 continue   the   payment   of  capital  equipment   leases   valued   at
 approximately $121,000.  This transaction has been accounted  for  as  a
 purchase  and, accordingly, the results of operations have been included
 from  the  date  of purchase.  Resulting goodwill attributable  to  this
 transaction was $174,106 which was amortized fully during fiscal 1998.
                                  F-14
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE C - BUSINESS COMBINATIONS AND DIVESTITURES - Continued

 Effective  September  22,  1999 the Company  acquired  assets  of  Zirca
 Corporation  ("Zirca") for $300,000 cash and 360,000  restricted  common
 shares of the Company valued at $675,000.  The acquisition of Zirca  was
 accounted  for  as a purchase and the Company has allocated  the  excess
 purchase  price over tangible assets acquired of approximately  $360,000
 to purchased software.

 Effective  October 29, 1999 the Company acquired the assets and  assumed
 certain   liabilities  of  Softgen  International,   Inc.   ("Softgen").
 Consideration  for  the  acquisition consisted of  1,175,000  restricted
 shares  of  the  Company's common stock and warrants to acquire  another
 940,000 shares at $3.00 per share, plus other consideration for a  total
 value  of  $2.7  million,  and certain former  shareholders  of  Softgen
 received   39%  ownership  of  the  new  corporation,  uniView   Softgen
 Corporation.   As  a  result of the acquisition of  Softgen,  which  was
 accounted  for as a purchase, the Company allocated the excess  purchase
 price  over  tangible assets acquired of approximately $2.2  million  to
 purchased  software  based on an appraisal.   During  the  third  fiscal
 quarter  ended  March 31, 2000, certain adjustments  were  made  to  the
 purchase  price and corresponding allocation of purchase  price  as  the
 result  of  a  more  detailed  analysis of the  assets  and  liabilities
 assumed in the acquisition.

 All   acquisitions  have  been  accounted  for  as  purchases  and   the
 operations  of  the  purchased  companies  have  been  included  in  the
 Company's statement of operations since their date of acquisition.

 The  unaudited  pro  forma  information  set  forth  below  assumes  the
 acquisition of Softgen and Zirca had occurred at the beginning of  1999.
 The  information is presented for informational purposes only and is not
 necessarily indicative of the results of operations that actually  would
 have  been  achieved had the acquisition been consummated at that  time.
 For  the  years  ended  June 30, 2000 and 1999, the  information  is  as
 follows:

                                      2000            1999
                              ------------    ------------
  Revenues                    $  9,947,827    $ 13,186,058
  Net loss                    $ 11,109,456    $  6,797,353

  Loss per common share              $(.57)          $(.55)

 Divestitures

 In  October, 1998, the Company completed the sale of the stock of two of
 its  wholly-owned subsidiaries, uniView Marketing Corporation (UMC)  and
 CNSS.   The consideration for the transaction was the assumption of  the
 net  liabilities  of the subsidiaries and warrants to  purchase  500,000
 shares  of stock of the Company at $.50 per share.  The warrants  expire
 in  three  years  and  a  gain of $1.66 million was  recognized  on  the
 transaction.

                                  F-15
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE D - PROPERTY AND EQUIPMENT

 Property and equipment at June 30, 2000 and 1999 consist of the
 following:

                                                           2000          1999
                                                    -----------   -----------
   Equipment                                        $ 3,412,471   $ 4,537,767
   Furniture and fixtures                               218,017       170,998
   Computer software                                    188,738        83,611
   Vehicles                                             108,430        89,025
   Leasehold improvements                               177,333       174,768
                                                    -----------   -----------
                                                      4,104,989     5,056,169
   Less accumulated depreciation and amortization    (3,047,448)   (3,745,962)
                                                    -----------   -----------
                                                    $ 1,057,541   $ 1,310,207
                                                    ===========   ===========

 Equipment under capital leases included above at June 30, 2000 and  1999
 was  $118,922  and  $86,825, respectively, and the  related  accumulated
 amortization amounted to $11,832 and $8,682, respectively.

 Depreciation expense for years ending June 30, 2000, 1999 and 1998
 totaled $1,313,241, $1,417,760, and $1,296,082, respectively.

NOTE E - OTHER ASSETS

 The  Company  purchased the Curtis Mathes Corporation in  1994  and  has
 exclusive  rights  to  the  Curtis  Mathes  name,  subject  to   certain
 sublicensing  arrangements.   The trademark  is  being  amortized  on  a
 straight-line  basis over 20 years.  Amortization expense  was  $244,238
 for each of the years ended June 30, 2000, 1999, and 1998.

 Goodwill  totaling $1,420,333 from 1998 acquisitions of VMI and  CNS  is
 being  amortized  over  its estimated useful  life  of  fourteen  years.
 Amortization expense for 2000 was $101,452 and $102,415 for 1999.

 Software  development  costs  are  amortized  in  relation  to  expected
 revenue   from  the  product  or  three  years,  whichever  is  greater.
 Amortization  expense for 2000 and 1999 was $1,345,803  and  $1,276,772,
 respectively.

 Purchased  software  is amortized in relation to expected  revenue  from
 the  product  or straight-line over three years, whichever  is  greater.
 Amortization expense for 2000 was $291,154.

 Licenses  are  amortized over the length of the agreement.  Amortization
 for 2000 and 1999 was $151,250 and $48,334, respectively.

                                  F-16
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE F - LINE OF CREDIT

 The  Company's  subsidiary, Network America, Inc. has  a  $2.15  million
 credit  facility bearing interest at prime (9.5% at June 30, 2000)  plus
 2.25%  with a finance company collateralized by accounts receivable  and
 inventories.   The  outstanding balance at June 30, 2000  and  1999  was
 $321,442  and  $710,858, respectively and interest is  payable  monthly.
 This  facility  contains  various financial covenants,  including  among
 other  things,  minimum net worth, maintenance of various  fixed  charge
 ratios and maximum allowable indebtedness to net worth.

NOTE G - LONG-TERM DEBT

 Long-term debt at June 30, 2000 and 1999 consists of the following:

                                                           2000          1999
                                                      ---------   -----------
  Convertible note payable to a finance company
    collateralized by a blanket security agreement
    with interest at 18%. Principal and interest
    is due March 31, 2002. Amounts are convertible
    into common stock at $1.00 per share.  During
    2000, this note was converted to common stock.    $      --   $   774,648
  Convertible notes payable to various parties with
    interest at 6%, payable quarterly and principal
    due March 2002. The notes are convertible at
    $.625 per share. During 2000, these notes were
    converted to common stock.                               --     1,800,000
  Noninterest-bearing note payable with principal
    payments of $15,000 payable monthly,
    collateralized by the outstanding common
    stock of subsidiary.                                     --        90,000
  Unsecured notes payable of a subsidiary to third
    parties with interest at 9% to 12%, with
    scheduled maturities from December 31,1999
    to February 14, 2000.                                    --       176,447
  Demand note to an individual with interest at 6%,
    payable monthly.                                         --       100,000
  Other                                                  51,958        15,369
                                                      ---------   -----------
                                                         51,958     2,956,464
    Less current portion                                (51,958)     (366,447)
                                                      ---------   -----------
                                                      $      --   $ 2,590,017
                                                      =========   ===========
 The weighted average interest rate of borrowings
 outstanding at June 30, 2000 is 10.7%.

                                  F-17
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE H - COMMITMENTS AND CONTINGENCIES

 Lease Commitments

 The  Company  leases  equipment and facilities under  long-term  leases.
 The  following are scheduled future minimum lease payments at  June  30,
 2000:

                                              Operating     Capital
                                                 leases      leases
                                            -----------   ---------
   2001                                     $   419,259   $  97,645
   2002                                         253,229      75,142
   2003                                         203,573      35,149
   2004                                         164,373      24,631
   2005                                          76,822          --
                                            -----------   ---------
                                            $ 1,117,256     232,567
                                            ===========
   Less amount representing interest                        (10,642)
                                                          ---------
   Present value of net minimum lease
     payments including current
     maturities of $110,227                                $221,925
                                                          =========
 Rental  expense  under  operating leases for the years  ended  June  30,
 2000,   1999,   and   1998   was  $530,701,  $410,809,   and   $698,032,
 respectively.

 Litigation

 On  July  26,  1999, the Company and a vendor agreed to settle  a  legal
 action.   In return for a prepayment of $750,000 and 250,000  shares  of
 its  common  stock  whose market value at closing  date  was  $1.84  per
 share,  the  Company  will  receive  two  years  of  television  listing
 services  from the vendor.  The agreement requires an additional  annual
 fee of $70,000 and a nominal fee per customer.

 The  Company  is routinely a party to ordinary litigation incidental  to
 its  business,  as well as to other litigation of a nonmaterial  nature,
 the  outcome of which management does not expect, individually or in the
 aggregate, to have a material adverse effect on the financial  condition
 or  results of operations of the Company in excess of the amount accrued
 for such purposes at June 30, 2000.

 Warranty Provision

 Pursuant  to  their exit from the consumer electronics market  in  1998,
 the  Company recorded a reserve for future warranty obligations.   Since
 that  time,  the Company has outsourced repairs and parts servicing  for
 all  warranty claims.  These obligations end in fiscal year 2001 and the
 remaining   warranty  provision  of  $81,990  is  recorded  in   current
 liabilities.

                                  F-18
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE I - CONCENTRATIONS OF CREDIT RISK

 During  2000, one customer represented 11% of sales while  in  1999,  no
 single  customer  represented more than 10%  of  sales.   In  1998,  one
 customer  accounted for 12% of sales.  At June 30, 2000,  two  customers
 represented 56% of trade accounts receivable and at June 30,  1999,  one
 customer represented 17% of trade accounts receivable.

NOTE J - STOCKHOLDERS' EQUITY

 Preferred Stock

 The   Company  has  1,000,000  shares  authorized  of  $1.00  par  value
 cumulative  preferred  stock.  The Company's articles  of  incorporation
 allow  the  board  of directors to determine the number  of  shares  and
 determine  the  relative  rights  and  preferences  of  any  series   of
 preferred stock to be issued.

 At  June 30, 2000, the Company had issued and outstanding 30,000  Series
 A,  2  Series H, and 720 Series 1999 D-1 preferred shares.  At June  30,
 1999,  the Company has issued and outstanding 140,000 Series A, 3 Series
 H,  44 Series 1999-C, 720 Series 1999D-1, and 96 Series 1999-E preferred
 shares.   Series A preferred shares are non-convertible,  redeemable  at
 the  Company's option and carry cumulative dividends of  6%.   Series  H
 preferred  shares  are  convertible  based  upon  conversion  ratios  as
 determined  in  the  Certificate  of  Designation,  redeemable  at   the
 Company's  option and carry cumulative dividends of 5%.  Series  1999-D1
 preferred  shares which are convertible based upon conversion ratios  as
 determined  in  the  Certificate  of  Designation,  redeemable  at   the
 Company's option and carry cumulative dividends of 5%.

 Dividends of $1,875, $1,875 and $5,000 on preferred stock were  paid  in
 cash  during  the three years in the period ended June 30,  2000.   Non-
 cash  dividends of $33,244 were paid during the year ended June 30, 2000
 through  the  issuance  of common stock.  Noncash dividends  of  $11,261
 were paid during the year ended June 30, 1999.  Cumulative dividends  in
 arrears  as of June 30, 2000 and 1999 amounted to $957,200 and $130,645,
 respectively.

 Common Stock

 Effective  April 24, 1998, the Board of Directors amended the par  value
 of  the  common stock from $0.01 to $0.10 per share and 1 for 10 reverse
 stock  split.   The  authorized  number  of  shares  was  maintained  at
 80,000,000.   All  references  throughout the  financial  statements  to
 numbers of shares and per share amounts have been restated.

 Stock Options

 The  Company  has periodically granted stock options for employment  and
 outside services received during the years reported.  These options  are
 treated as fixed, compensatory awards.

                                  F-19
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE J - STOCKHOLDERS' EQUITY - Continued

 The  Company grants non-compensatory stock options to key employees  and
 directors  at  market  value  at  the  date  of  grant.   These  options
 generally  vest  immediately;  however, during  2000,  options  covering
 366,971  shares  vest  over 3 years and during  1998,  options  covering
 90,000 shares vest over 1.5 years.

 During  2000  options issued with exercise price less than market  value
 resulted  in  compensation expense of $661,414.  During 1999  and  1998,
 options issued with exercise prices less than market value on the  grant
 date  were immaterial and, accordingly, no compensation expense has been
 recognized  in  these years.   Had compensation cost been determined  on
 the  basis  of fair value pursuant to FASB Statement No. 123,  net  loss
 and  net  loss  per  share  for 2000, 1999, and  1998  would  have  been
 increased as follows:

                                             2000          1999          1998
                                     ------------  ------------  ------------
  Net loss
    As reported                      $(10,863,875) $ (6,297,353) $(17,418,141)
    Pro forma                         (13,961,374)   (6,414,539)  (17,483,423)

  Loss per share
    As reported                              (.57)         (.52)        (3.37)
    Pro forma                                (.72)         (.53)        (3.38)

 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:

                                        2000           1999              1998
                                      ------         ------            ------
  Expected volatility                    158%           175%               79%
  Risk-free interest rate                5.9%           5.5%                6%
  Expected lives           1.5 to 3.75 years        3 years    .5 to 2.5 years
  Dividend yield                          --             --                 --

                                  F-20
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE J - STOCKHOLDERS' EQUITY - Continued

 Additional information with respect to all options outstanding  at  June
 30, 2000, and changes for the three years then ended was as follows:

                       Above            Equal to        Below
                       market price     market price    market price
                -------------------  ---------------  --------------
                           Weighted         Weighted        Weighted
                            average          average         average
                           exercise         exercise        exercise      Total
                  Options     price  Options   price  Options  price    Options
                ---------  --------  -------   -----  -------  -----  ---------
Outstanding at
 July 1, 1997      20,235  $  32.20       --   $  --  100,000  $9.40    120,235

Price adjustment of
 variable options      --        --       --      --       --  (8.30)        --
Granted             2,500      8.75   90,000    2.30   10,000   1.54    102,500
Forfeited/expired  (5,700)    30.00       --      --       --     --     (5,700)
                ---------  --------  -------   -----  -------  -----  ---------
Outstanding at
 June 30, 1998     17,035     14.64   90,000    2.30  110,000   3.03    217,035

Granted            41,250      5.98  100,000    1.83   10,000   2.30    151,250
Exercised              --        --       --      --  (11,176)  1.17    (11,176)
Forfeited         (11,175)     6.83  (90,000)   2.30  (21,324)  1.64   (122,499)

Outstanding at
 June 30, 1999     47,110      8.91  100,000    1.83   87,500   3.73    234,610

Granted         1,613,221      2.36       --      --  820,000   1.76  2,433,221
Exercised              --        --       --      --       --     --         --
Forfeited          (2,000)    22.50       --      --       --     --     (2,000)
                ---------  --------  -------   -----  -------  -----  ---------
Outstanding at
 June 30, 2000  1,658,331  $   2.53  100,000   $1.83  907,500  $1.95  2,665,831
                =========  ========  =======   =====  =======  =====  =========

                                                Number    Weighted
                                             of shares     average
                                            underlying    exercise
                                               options       price
                                            ----------    --------
  Options exercisable at June 30, 1998         217,035    $   3.64
                                            ==========    ========
  Options exercisable at June 30, 1999         234,610    $   3.96
                                            ==========    ========
  Options exercisable at June 30, 2000       2,340,840    $   2.11
                                            ==========    ========

                                  F-21
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE J - STOCKHOLDERS' EQUITY - Continued

 For  2000,  options granted above and below market value had a  weighted
 average  fair  value  per share of $1.58 and $2.30,  respectively.   For
 1999,  options  granted above, equal to, and below market  value  had  a
 weighted  average  fair  value per share of  $1.54,  $1.57,  and  $1.60,
 respectively.   For  1998, options granted above, equal  to,  and  below
 market  value had a weighted average fair value per share of $.19,  $.87
 and nil, respectively.

 Information  about  stock  options  outstanding  at  June  30,  2000  is
 summarized as follows:

                          Options outstanding             Exercisable
                  --------------------------------   ----------------------
                               Weighted
                               average    Weighted                Weighted
                              remaining    average                 average
   Range of                  contractual  exercise    Number      exercise
exercise prices    Number        life       price    exercisable     price
---------------   ---------     -----      -------   -----------   --------
 $1.10 to $1.50     721,250      3.95      $  1.49       721,250   $   1.49
 $1.68 to $2.30   1,375,000      4.05         1.84     1,375,000       1.84
 $2.69 to $3.72     491,971      4.66         3.62       166,980       3.43
 $8.75 to $9.40      76,250      1.79         9.38        76,250       1.79
 $26.50               1,360       .26        26.50         1,360      26.50
                  ---------     -----      -------   -----------   --------
                  2,665,831      3.98      $  2.30     2,340,840   $   2.11
                  =========     =====      =======   ===========   ========
 Common  stock  warrants issued and outstanding  at  June  30,  2000  are
 summarized as follows:

                                                      Weighted average
  Range of exercise price                 Number       remaining life
  -----------------------               ---------     ----------------
  $1.00                                   100,000           1.83
  $2.00 to $3.00                        1,727,752           1.99
  $4.00 to $6.00                          210,000           4.67
  $32.80                                    5,250            .92
                                        ---------
                                        2,043,002
                                        =========
 All outstanding warrants are exercisable.

 In  connection  with  the  acquisition of Softgen,  the  Company  issued
 warrants allowing the holders the ability to purchase 940,000 shares  of
 the  Company's  common stock at a price of $3.00 per share,  exercisable
 from  the  date of acquisition, October 29, 1999, for a period of  three
 years.

                                  F-22
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE J - STOCKHOLDERS' EQUITY - Continued

 During  the fiscal year ended June 30, 2000, the Company issued warrants
 to  acquire  362,752  shares of the Company's common  stock  to  various
 entities  in connection with their assistance in the raising of  capital
 during  the year.  The warrants have exercise prices ranging from  $2.00
 to $6.00 and expire between June 2003 and March 2005.

 During  the  fiscal  year  ended June 30,  2000,  warrants  to  purchase
 1,718,250  shares  of  the Company's common stock were  exercised.   The
 warrants  were issued in previous years in connection with  the  raising
 of  capital for the Company and the exercise prices ranged from $.40  to
 $2.20 per share.

NOTE K - INCOME TAXES

 A  reconciliation  of income tax benefit computed by applying  the  U.S.
 Federal  tax  rates  to  the net loss and recorded  income  tax  expense
 (benefit) is as follows:

                                          2000          1999          1998
                                      -----------   -----------   -----------
  Tax benefit at statutory rate       $(3,693,718)  $(2,141,099)  $(5,922,168)
  State income taxes, net of
    federal income tax effect             (72,914)      (66,723)     (506,109)
  Non-deductible expenses                 143,198       138,527        99,867
  Change in estimate for prior years      183,466            --       355,846
  Change in valuation allowance         3,439,968     2,069,295     5,972,564
                                      -----------   -----------   -----------
                                      $        --   $        --   $        --
                                      ===========   ===========   ===========

                                  F-23
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE K - INCOME TAXES - Continued

 The  components of the Company's deferred income taxes at June 30,  2000
 and 1999 are as follows:

                                                        2000          1999
                                                 --------------   -----------
  Deferred tax liabilities
    Fixed assets                                 $      (62,011)  $   (34,812)
    Software and product development costs             (712,803)     (434,102)
    Deferred costs                                     (119,027)           --
                                                 --------------   -----------
                                                       (893,841)     (468,914)

  Deferred tax assets
    Inventory reserve                                     3,533         5,100
    Bad debt reserve                                      1,997        26,013
    Warranty                                             34,677        56,545
    Accrued liabilities                                 113,560       136,000
    Deferred revenue                                    328,258         8,972
    Net operating loss carryforwards                 18,619,036    15,003,536
                                                 --------------   -----------
                                                     19,101,061    15,236,166
                                                 --------------   -----------
    Net deferred tax asset                           18,207,220    14,767,252
    Valuation allowance                             (18,207,220)  (14,767,252)
                                                 --------------   -----------
                                                 $           --   $        --
                                                 ==============   ===========

 At  June 30, 2000, the Company has net operating loss carryforwards  for
 Federal  income tax purposes of approximately $54,729,000 which  may  be
 used  to  offset  future taxable income, subject to  provisions  of  the
 Internal  Revenue Code, and will expire in various amounts in the  years
 2008 through 2020 if not utilized.

                                  F-24
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE L - PENSION AND OTHER BENEFIT PROGRAMS

 Prior to a subsidiary's bankruptcy filing in 1992, the subsidiary had  a
 defined   benefit  plan,  which  covered  substantially  all   full-time
 employees.   The  following table sets forth the funded  status  of  the
 Company's defined pension plan at June 30:

                                           2000          1999          1998
                                         --------      --------      --------
  Actuarial present value of
    benefit obligations
  --------------------------
  Accumulated benefit obligation         $781,466      $773,950      $712,835

  Projected benefit obligation            781,466       773,950       712,835
  Plan assets at fair value               657,772       639,202       615,352
                                         --------      --------      --------
  Excess projected benefit obligation     123,694       134,748        97,483

  Increase due to an assumption change         --            --        57,151
                                         --------      --------      --------
  Net pension liability                  $123,694      $134,748      $154,634
                                         ========      ========      ========

  Net pension cost includes
    the following  components
  ---------------------------
  Interest on unfunded liability         $  9,432      $ 10,826      $  6,952
  Actuarial gain (loss)                   (10,437)       11,425          (848)
                                         --------      --------      --------
  Net pension cost (benefits)            $ (1,005)     $ 22,251      $  6,104
                                         ========      ========      ========
 The  weighted  average  assumed discount rate used  in  determining  the
 actuarial  present value of the projected benefit obligation  for  2000,
 1999 and 1998 was 7.00%.

                                  F-25
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE M - NON-CASH INVESTING AND FINANCING ACTIVITIES

                                          2000          1999          1998
                                      -----------   -----------   -----------
 SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES

 Issuance of common stock for
   purchase of assets                 $ 2,290,893   $        --   $        --
                                      ===========   ===========   ===========
 Conversion of debt to common stock   $ 2,788,723   $ 1,000,000   $   724,114
                                      ===========   ===========   ===========
 Issuance of common stock for
   expenses and services              $   682,500   $    27,500   $        --
                                      ===========   ===========   ===========
 Stock compensation                   $   661,414   $        --   $   432,530
                                      ===========   ===========   ===========
 Stock issued in connection
   with a pooling of interests        $        --   $        --   $   803,000
                                      ===========   ===========   ===========
 Issuance of common stock for land    $        --   $        --   $   280,000
                                      ===========   ===========   ===========
 Issuance of common stock in
   satisfaction of accounts
   payable and accrued liabilities    $        --   $        --   $   533,093
                                      ===========   ===========   ===========
 Conversion of note receivable
   including accrued interest
   for stock of VMI                   $        --   $        --   $   815,879
                                      ===========   ===========   ===========
 Purchase of subsidiary for
   note payable                       $        --   $        --   $   200,000
                                      ===========   ===========   ===========
 Issuance of common stock
   for dividends                      $    33,244   $    11,261   $   374,963
                                      ===========   ===========   ===========
 Sale of subsidiaries in
   consideration of sub-licenses      $        --   $ 1,660,217   $        --
                                      ===========   ===========   ===========
 Sale of land for note                $        --   $   250,000   $        --
                                      ===========   ===========   ===========
 Redemption of Series 1998-A1
   Preferred Stock for Series
   1999-D1 and cancellation of
   warrants                           $      -      $14,532,806   $      -
                                      ===========   ===========   ===========
 Redemption of Series Q Preferred
   Stock for Series 1999-E            $      -      $ 2,400,000   $      -
                                      ===========   ===========   ===========

                                  F-26
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE N - RELATED PARTY TRANSACTIONS

 During  1998,  the  Company  purchased  the  remaining  interest  in   a
 partnership  that  officers and related parties purchased  during  1997.
 The  Company  issued 142,359 shares of common stock in the  transaction.
 The  asset  underlying the partnership was classified as  land.   During
 1999, the Company incurred a loss of $82,800 on the sale of this land.

 In  1998,  a  trust  in  which the President  of  the  Company  holds  a
 beneficial  interest, loaned the Company $250,000  under  a  note  which
 bore  interest  at  14%.  In April 1998, the Company  exchanged  147,725
 shares  of common stock for settlement of the outstanding principal  and
 interest.

NOTE O - BUSINESS SEGMENT INFORMATION

 The  Company is primarily engaged in high technology product  sales  and
 consulting  and  support  services.   The  following  tables  set  forth
 certain information with respect to the years ended June 30:

 The  Company  has  two segments for 2000 and 1999:   Technology  product
 sales  and  technology  consulting and support services.   In  1998  the
 Company  also  had  a consumer electronics segment.   The  segments  are
 differentiated by the products and services provided as follows:

   Product sales

   This  segment  consists of set-top boxes, network equipment,  computer
   cabling,  computer  telephony integration (CTI) and personal  computer
   equipment  and peripherals.

   Consulting and support services

   This  segment  consists  of  services for  the  implementation  of  e-
   business   solutions,  software  support  maintenance,   and   network
   development and support.

   Consumer electronics

   This  segment consists of consumer electronics relating  to  the  home
   entertainment industry.  The Company exited this segment in 1998.

 The  Company's underlying accounting records are maintained on  a  legal
 entity   basis.    Segment  disclosures  are  on  a  performance   basis
 consistent  with  internal management reporting.  The Company  evaluates
 performance  based on earnings from continuing operations before  income
 taxes  and  other  income  and expense.  The Corporate  column  includes
 corporate  overhead  related  items.  The  accounting  policies  of  the
 segments  are the same as those described in the summary of  significant
 accounting policies (Note A).

                                  F-27
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2000 and 1999

NOTE O - BUSINESS SEGMENT INFORMATION - Continued

                                          2000          1999          1998
                                     ------------  ------------  ------------
  Net revenues
    Product sales                    $  7,710,606  $ 10,160,563  $  2,066,359
    Services                            1,435,099     1,325,495       289,706
    Consumer electronics                       --            --       131,148
                                     ------------  ------------  ------------
                                     $  9,145,705  $ 11,486,058  $  2,487,213
                                     ============  ============  ============
 Operating loss
   Product sales                     $ (2,638,049) $ (2,081,390) $ (2,541,457)
   Services                            (1,154,461)     (460,314)         -
   Corporate                           (6,788,270)   (4,944,321)   (5,514,393)
   Consumer electronics                        --            --    (9,055,366)
                                     ------------  ------------  ------------
 Total operating loss                 (10,580,780)   (7,486,025)  (17,111,216)
 Less interest expense                   (283,095)     (471,545)     (306,925)
 Gain on sale of subsidiaries                  --     1,660,217            --
                                     ------------  ------------  ------------
 Loss from continuing operations     $(10,863,875) $ (6,297,353) $(17,418,141)
                                     ============  ============  ============
 Identifiable assets
   Computer products and service     $  8,023,184  $  9,516,628  $  9,133,287
   Corporate                            4,500,020     4,564,139     7,013,852
   Consumer electronics                        --            --     1,581,523
                                     ------------  ------------  ------------
                                     $ 12,523,204  $ 14,080,767  $ 17,728,662
                                     ============  ============  ============
  Depreciation, amortization
    and write-down
    Computer products and service    $  2,230,321  $  2,769,607  $  5,539,401
    Corporate                           1,216,817       354,665       271,335
    Consumer electronics                       --            --       741,447
                                     ------------  ------------  ------------
                                     $  3,447,138  $  3,124,272  $  6,552,183
                                     ============  ============  ============
  Capital expenditures
    Computer products and service    $    487,378  $     99,951  $  1,287,459
    Corporate                               8,000        26,247            --
                                     ------------  ------------  ------------
                                     $    495,378  $    126,198  $  1,287,459
                                     ============  ============  ============

                                  F-28
<PAGE>
            uniView Technologies Corporation and Subsidiaries

             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

            For the years ended June 30, 2000, 1999 and 1998




                        Balance at  Charged to   Charged                 Balance
                         beginning   costs and   to other                 at end
   Description             of year    expenses   accounts  Deductions    of year
                         ---------   ---------   --------  ----------  ---------
Year ended June 30, 1998
  Note receivable
    reserve              $ 375,000   $ 224,417   $     --  $(375,000)  $ 224,417
  Allowance for
    doubtful accounts           --      20,017         --         --      20,017

Year ended June 30, 1999
  Note receivable
    reserve                224,417          --         --   (224,417)         --
  Allowance for
    doubtful accounts       20,017     256,493         --   (200,000)     76,510

Year ended June 30, 2000
  Allowance for
    doubtful accounts       76,510          --         --    (70,636)      5,874
<PAGE>
                    UNIVIEW TECHNOLOGIES CORPORATION
                        AND SUBSIDIARIES

                         EXHIBIT INDEX

Exhibit                                                               Sequential
Number              Description of Exhibits                              Page

2.1       Sale and Purchase Agreement dated as of October 29, 1999,
          between the Company and Softgen International, Inc., et al.,
          concerning the purchase of certain assets of Softgen
          International, Inc. (filed as Exhibit "2.1" to the Company's
          Quarterly Report on Form 10-Q for the fiscal quarter ended
          September 30, 1999 and incorporated herein by reference.)      N/A

2.2       Acquisition Agreement dated as of September 22, 1999, between
          the Company and Zirca Corporation, concerning the purchase of
          certain assets of Zirca Corporation (filed as Exhibit "2.2" to
          the Company's Registration Statement on Form S-3 originally
          filed with the Commission on March 8, 2000 and incorporated
          herein by reference.)                                          N/A

3(i)      Articles of Incorporation of the Company, as amended,
          defining the rights of security holders (filed as Exhibit
          "4.1" to the Company's Registration Statement on Form S-3
          originally filed with the Commission on May 13, 1998 and
          incorporated herein by reference.)                             N/A

3(ii)     Bylaws of the Company, as amended (filed as Exhibit "3(ii)" to
          the Company's Annual Report on Form 10-K for the fiscal year
          ended June 30, 1999 and incorporated herein by reference.)     N/A

4.1       Form of Common Stock Certificate of the Company (filed as
          Exhibit "4.2" to the Company's annual report on Form 10-K for
          the fiscal year ended June 30, 1994 and incorporated herein
          by reference.)                                                 N/A

4.2       uniView Technologies Corporation 1999 Equity Incentive Plan
          (filed as Exhibit "4.4" to the Company's Registration
          Statement on Form S-8 filed with the Commission on July 12,
          2000 and incorporated herein by reference.)                    N/A

4.3       Series A Preferred Stock terms and conditions (filed as
          Exhibit "4.3" to the Company's annual report on Form 10-K
          for the fiscal year ended June 30, 1994 and incorporated
          herein by reference.)                                          N/A

4.4       Series H Preferred Stock terms and conditions (filed as
          Exhibit "4.4" to the Company's Registration Statement on
          Form S-3 originally filed with the Commission on June 20,
          1996 and incorporated herein by reference.)                    N/A

4.5       Series 1999-C Preferred Stock terms and conditions (filed
          as Exhibit "4.5" to the Company's Registration Statement
          on Form S-3 filed with the Commission on June 28, 1999
          and incorporated herein by reference.)                         N/A
<PAGE>
4.6       Series 1999-D1 Preferred Stock terms and conditions (filed
          as Exhibit "4.6" to the Company's Registration Statement
          on Form S-3 filed with the Commission on June 28, 1998
          and incorporated herein by reference.)                         N/A

4.7       Form of warrant issued in connection with Series 1998-A1
          Preferred Stock (filed as Exhibit "4.7" to the Company's
          Registration Statement on Form S-3 filed with the Commission
          on July 20, 1998 and incorporated herein by reference.)        N/A

4.8       Form of warrant issued in connection with the J.P. Carey
          Agreement (filed as Exhibit "4.8" to the Company's
          Registration Statement on Form S-3 filed with the Commission
          on July 20, 1998 and incorporated herein by reference.)        N/A

4.9       Form of Securities Purchase Agreement for private placement
          to Founders Equity Group, Inc. (filed as Exhibit "4.9" to
          the Company's Quarterly Report on Form 10-Q for the fiscal
          quarter ended December 31, 1999 and incorporated herein by
          reference.)                                                    N/A

4.10      Form of Securities Purchase Agreement for private placement
          to Bonanza Partners, Ltd. (filed as Exhibit "4.10" to the
          Company's Quarterly Report on Form 10-Q for the fiscal
          quarter ended December 31, 1999 and incorporated herein by
          reference.)                                                    N/A

4.11      Form of warrant issued in connection with private placement
          to Bonanza Partners, Ltd. (filed as Exhibit "4.11" to the
          Company's Quarterly Report on Form 10-Q for the fiscal
          quarter ended December 31, 1999 and incorporated herein by
          reference.)                                                    N/A

4.12      Form of warrant issued in connection with acquisition of
          certain assets of Softgen International, Inc. (filed as
          Exhibit "4.12" to the Company's Quarterly Report on Form
          10-Q for the fiscal quarter ended December 31, 1999 and
          incorporated herein by reference.)                             N/A

4.13      Series 1999-E Preferred Stock terms and conditions (filed
          as Exhibit "4.9" to the Company's Registration Statement on
          Form S-3 filed with the Commission on June 28, 1998 and
          incorporated herein by reference.)                             N/A

4.14      Form of warrant issued in connection with Founder's Equity
          fee agreement and Associates Funding Group, Inc. (filed as
          Exhibit "4.7" to the Company's Registration Statement on
          Form S-3 filed with the Commission on June 28, 1999 and
          incorporated herein by reference.)                             N/A

4.15      Form of warrant issued in connection with Nations Investment
          Corp., Ltd. (filed as Exhibit "4.8" to the Company's
          Registration Statement on Form S-3 filed with the Commission
          on June 28, 1999 and incorporated herein by reference.)        N/A
<PAGE>
4.16      Form of Securities Purchase Agreement for 1999.1 and
          1999.2 Convertible Debenture (filed as Exhibit "4.9" to
          the Company's Quarterly Report on Form 10-Q for the
          quarter ended December 31, 1998 and incorporated herein
          by reference.)                                                 N/A

4.17      Extension Agreement for Note and Security Agreement with
          Geneva Reinsurance Company, Ltd. dated March 16, 1999
          allowing conversion of the remaining principal balance of
          the note into common stock (filed as Exhibit "4.17" to the
          Company's Annual Report on Form 10-K for the fiscal year
          ended June 30, 1999 and incorporated herein by reference.)     N/A

4.18      Form of Securities Purchase Agreement for private placement
          to LBI Group, Inc. (filed as Exhibit "4.4" to the Company's
          Registration Statement on Form S-3 filed with the Commission
          on May 19, 2000 and incorporated herein by reference.)         N/A

4.19      Form of warrant issued in connection with private placement
          to LBI Group, Inc. (filed as Exhibit "4.5" to the Company's
          Registration Statement on Form S-3 filed with the Commission
          on May 19, 2000 and incorporated herein by reference.)         N/A

4.20*     Form of Securities Purchase Agreement for private placement
          to Founders Partners VI, LLC.                                   63

4.21*     Form of Securities Purchase Agreement for private placement
          to First Ecom.com, Inc.                                         70

10.1      Loan and Security Agreement between Network America, Inc.
          and FINOVA Capital Corporation dated October 30, 1998 (filed
          as Exhibit "10.1" to the Company's Quarterly Report on Form
          10-Q for the quarter ended December 31, 1998 and incorporated
          herein by reference.)                                          N/A

10.2*     Lease Agreement between the Company and CMD Realty Investment
          Fund II, L.P., dated October 18, 1999 pertaining to the
          property utilized as the corporate headquarters.                77

10.2.1*   First Addendum to Lease Agreement between the Company and
          CMD Realty Investment Fund II, L.P., dated November 10,
          1999 pertaining to the property utilized as the corporate
          headquarters.                                                  142

10.2.2*   Second Addendum to Lease Agreement between the Company and
          CMD Realty Investment Fund II, L.P., dated January 10, 2000
          pertaining to the property utilized as the corporate
          headquarters.                                                  146

10.3* **  Employment Contract with Mr. Custer dated as of July 1,
          2000.                                                          150

10.4* **  Employment Contract with Mr. Robinson dated as of July 1,
          2000.                                                          157

10.5* **  Employment Contract with Mr. O'Mara dated as of July 1,
          2000.                                                          165
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10.6* **  Employment Contract with Mr. Burrows dated as of January 1,
          2000.                                                          173

10.7      Database Service Agreement between TVData Technologies,
          L.P. and the Company dated August 1, 1999 (filed as Exhibit
          "10.17" to the Company's Annual Report on Form 10-K for the
          fiscal year ended June 30, 1999 and incorporated herein by
          reference.)                                                    N/A

10.8*     Business Alliance Agreement between subsidiary uniView
          Technologies Products Group, Inc. and Zoned In, Inc. dated
          May 25, 2000.                                                  181

10.9*     Trademark License Agreement between the Company and Avmark,
          Inc. relating to the Curtis Mathes trademark, dated July 1,
          2000.                                                          192

10.10*    Global Purchase Agreement with HSBC Holdings plc relating
          to installation of computer telephony integration software
          by uniView Softgen Corporation in HSBC call centers, dated
          October 26, 1999.                                              199

16        Letter from King Griffin & Adamson, P.C. regarding change in
          certifying accountant (filed as Exhibit "16" to our Current
          Report on Form 8-K dated December 1, 1998 and incorporated
          herein by reference.)                                          N/A

21*       Subsidiaries of the Company.                                   227

27*       Financial Data Schedule (for EDGAR filing purposes only.)      N/A
_______________
*   Filed herewith.
**  Management contract or compensation plan or arrangement required to
    be filed as a exhibit pursuant to Item 14 (c).
<PAGE>