SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form 10-K

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended June 30, 2002

                      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 $.80 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 September 20, 2002  the aggregate market value  of the voting  stock
 held  by   non-affiliates  of   the   Registrant  (3,263,318   shares)   was
 approximately $520,000,  based upon  the closing  sale price  of the  Common
 Stock as reported by  the OTC Bulletin Board[R]  ($0.16).  Shares of  Common
 Stock held by  each executive officer  and director and  by each person  who
 owns 5% or more of the outstanding Common Stock, based on corporate  records
 and Schedule 13G  filings, have  been excluded  since  such persons  may  be
 deemed affiliates. This determination of affiliate status is not necessarily
 a conclusive determination for other purposes.

      As of September 20,  2002 there were  3,749,785 shares of  Registrant's
 Common Stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE:  exhibits shown on the Exhibit Index.

<PAGE>

                                GENERAL INDEX


                                                            Page Number

 ITEM l.   BUSINESS............................................  3

 ITEM 2.   PROPERTIES..........................................  6

 ITEM 3.   LEGAL PROCEEDINGS...................................  6

 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  6

 ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS.................................  7

 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......................................... 23

 ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
           Index to Consolidated Financial Statements.......... 23

 ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE................. 24

 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.. 24

 ITEM 11.  EXECUTIVE COMPENSATION.............................. 26

 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT.......................................... 29

 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...... 30

 ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
           ON FORM 8-K......................................... 31

 SIGNATURES.................................................... 31

 CERTIFICATIONS................................................ 32

 EXHIBIT INDEX................................................. 64

<PAGE>


                       UNIVIEW TECHNOLOGIES CORPORATION

                                    PART I


 ITEM l.   BUSINESS

      (a)  General Development of Business

      uniView Technologies Corporation and  its subsidiaries (the  "Company")
 offer enhanced digital media solutions to customers worldwide.  Our  digital
 media devices enable the  delivery of the highest  quality video, audio  and
 gaming features through the Internet to a television set.  We offer  contact
 center customer service solutions through CIMphony[TM], a suite of  computer
 telephony  integration  (CTI)  software  products  and  services.   CIMphony
 facilitates communication  between  a customer  service  representative  and
 their customer  by allowing  contact centers  to customize  and  incorporate
 voice, data and Internet communications into their customer interactions.

      We market our  products and services  to hospitality, utility,  banking
 and telecommunication  companies.   Due  to  the open  architecture  of  our
 products,  they  can  be  readily   customized  to  a  specific   customer's
 requirements.  This feature  is not limited  by geographical boundaries  and
 our products  can be  configured for  international  customers, as  well  as
 domestic.  We believe that our easily adaptable products position us at  the
 forefront of the emerging interactive broadband and CTI industries.

      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.  In  1996  we  introduced our  first  uniView[R]
 digital media device (set  top box), which enables  the display of  Internet
 content on a television.   In 1998 we acquired  Network America, which is  a
 full-service infrastructure  provider of  design  and cabling  services  for
 high-speed voice/data networks in multiple environments.   In 1999 we  added
 CTI capabilities to  our product offerings  with full-scale customized  call
 center solutions.  In 2002 we acquired a majority-owned subsidiary,  uniView
 Asia Limited, based in Hong Kong, which we plan to use as our base of  Asian
 operations and for other business opportunities in Asia.

      More  information   about  us   can  be   found   at  our   Web   site,
 www.uniView.com.  Information shown or otherwise  linked on the Web site  is
 not incorporated in  any prior or  future filings of  the Company under  the
 1933  Act  or  the  1934  Act,  unless  we  specifically  incorporate   such
 information by reference, and such information shall not otherwise be deemed
 filed under such Acts.

      (b)  Financial Information About Industry Segments

      Please  refer  to  Note  N  of  the  Notes  to  Consolidated  Financial
 Statements in this Form 10-K for information concerning Industry Segments.

      (c)  Narrative Description of Business

 Major Markets, Products and Services

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

      Our  CTI  technologies  offer  a  full  range  of  standard  or  highly
 customized products for customer contact centers.  Our flagship CTI product,
 CIMphony[TM], is  an open  architecture tool  kit, meaning  that it  can  be
 readily  customized  to  a  specific customer's  requirements.   It  can  be
 designed to support a single site or a 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.

 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 and the registered "Electric Globe"  logo, which is due for renewal  in
 September 2008.  The  registered "Curtis Mathes" name  and logo was sold  in
 September 2001.

 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 digital media  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 2002, one customer accounted for approximately 44.6%  of
 consolidated revenues and at June 30, 2002, one customer accounted for 58.1%
 and another customer accounted for 25.2%  of trade accounts receivable.   In
 fiscal  year  2001,  one  customer  accounted  for  approximately  24.9%  of
 consolidated revenues and at June 30, 2001, one customer accounted for 49.8%
 of trade accounts receivable.  In  fiscal year 2000, one customer  accounted
 for approximately 11.2% of consolidated revenues  and at June 30, 2000,  one
 customer accounted for  36.4% and another  customer accounted  for 19.3%  of
 trade accounts receivable.

 Competition

      We operate in an intensely competitive industry.  A number of companies
 have developed  digital  media devices  and  technologies similar  to  ours,
 including, among  others low-cost  Internet access  technologies, (ii)  "set
 top" boxes,  as well  as  (iii) video  game  devices that  provide  Internet
 access.  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.
 Personal computer  manufacturers have  announced products  that offer  full-
 fledged television viewing, combined with Internet access.  CTI  competitors
 include companies that market products with functionalities similar to ours.
 Competition  occurs  principally  in  the areas  of  functionality,  design,
 product features and price.

 Research and Development

      We view our ability to offer new, improved, and innovative  interactive
 broadband, digital media and CTI 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, 2002,  we employed  25 persons.   We  believe that  our
 employee relations are good.

 Warranty

      CMC's warranty obligations  for consumer electronics  products sold  in
 the  past  have  all  expired.  We  have no  material  outstanding  warranty
 obligations at the present time.
<PAGE>


 ITEM 2.   PROPERTIES

      Location       Purpose/Use               Owned/Leased   Square Footage
      --------       -----------               ------------   --------------
      Dallas, TX     Corporate Headquarters/
                     uniView Softgen office/
                     Products Group office         Leased         16,617
      Dallas, TX     Storage facility              Leased          5,120
      Tulsa, OK      Network America, Inc. office  Leased          7,500

      At June  30,  2002 we  operated  from  the foregoing  locations.    Our
 locations are  deemed to  be suitable  for  all of  our operations  and  are
 reasonably well utilized, except for our  Dallas office, which is  currently
 being under-utilized due to recent reductions in staff and operations.


 ITEM 3.   LEGAL PROCEEDINGS

      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.


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

      We held our 2001 Annual Shareholders' Meeting  on May 2, 2002.  Of  our
 3,399,785 common shares  issued and outstanding  as of March  28, 2002,  the
 Record Date,  2,351,526  were represented  in  person  or by  proxy  at  the
 meeting, which constituted a quorum for  the transaction of all business  to
 come before the meeting.

      The following proposals were approved by the required number of  shares
 represented at the meeting:

      1.   Election of Directors:

                Patrick A. Custer   (For  2,274,204; Withheld  77,322.)
                Edward M. Warren    (For  2,274,204; Withheld  77,322.)
                Bernard S. Appel    (For  2,274,223; Withheld  77,303.)
                Billy J. Robinson   (For  2,274,223; Withheld  77,303.)
                George C. Platt     (For  2,274,223; Withheld  77,303.)

      2.   Ratification of  the  appointment of  Grant  Thornton LLP  as  the
 Company's independent auditors for the fiscal year ending June 30, 2002.

      For: 2,323,783      Against: 25,153     Abstaining: 2,590

<PAGE>

                                   PART II

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

 Market Information

      Until September 13, 2002 our common stock, $.80 par value (the  "Common
 Stock") traded on the NASDAQ SmallCap Market[SM].  It now trades on the  OTC
 Bulletin  Board  under  the  symbol "UVEW."   High  and   low   trade  price
 information for our Common  Stock is presented below for each quarter in the
 last two fiscal years.

      Quarter Ending Date              High Trade          Low Trade
      -------------------              ----------          ---------
      Fiscal 2002
      -----------
      June 30, 2002                      $ 0.87              $ 0.35
      March 31, 2002                     $ 1.31              $ 0.57
      December 31, 2001                  $ 0.90              $ 0.35
      September 30, 2001 *               $ 4.08              $ 0.65

      Fiscal 2001 *
      -----------
      June 30, 2001                      $ 7.92              $ 2.88
      March 31, 2001                     $11.04              $ 4.00
      December 31, 2000                  $19.52              $ 3.52
      September 30, 2000                 $30.00              $12.00

      * Stock prices adjusted retroactively to reflect the effects of a one-
      for-eight reverse stock split on September 7, 2001.

 Holders

      As of  September  20,  2002  there  were  approximately  11,500  record
 shareholders and individual participants in security position listings.

 Dividends

      We have  never  paid  cash  dividends  on  common  shares  and  do  not
 anticipate doing so in  the foreseeable future.   The payment of any  future
 cash dividends will be at the discretion of our Board of Directors and  will
 depend upon, among other things, future earnings, capital requirements,  our
 general financial condition and general  business conditions.  In  addition,
 our  Series  2002-G  Convertible   Preferred  Stock  contains   preferential
 covenants that materially  limit the discretion  of our  Board of  Directors
 with respect to payment of dividends or making any other distribution to our
 common shareholders so long as Series 2002-G is outstanding or  unconverted.
 Securities Authorized for Issuance Under Equity Compensation Plans

<TABLE>
      The following table summarizes our equity compensation plans as of June
 30, 2002:

                                                                      Number of Securities
                       Number of Securities                          Remaining Available For
                        To Be Issued Upon      Weighted-average       Future Issuance Under
                     Exercise of Outstanding   Exercise Price of    Equity Compensation Plans
                       Options, Warrants      Outstanding Options,   (Excluding Securities
 Plan Category             and Rights         Warrants and Rights   Reflected in Column (a))
 --------------------------------------------------------------------------------------------
 <S>                   <C>                   <C>                    <C>
                       (a)                   (b)                    (c)
 Equity Compensation
 Plans Approved by
 Security Holders          2,200,158               $   3.67                 2,826,720

 Equity Compensation
 Plans Not Approved by
 Security Holders                313               $  70.00                     - 0 -
                           ---------                -------                 ---------
        Total              2,200,471               $   3.68                     - 0 -
                           =========                =======                 =========

</TABLE>

      Options issued  and available  for future  issuance under  stockholder-
 approved plans consist primarily  of those authorized  pursuant to our  1999
 Equity Incentive Plan.

 Recent Sales of Unregistered Securities

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

      On May 10, 2002 we issued  to accredited investors for cash a  $200,000
 convertible debenture  and, in  connection therewith,  warrants to  purchase
 150,000 shares of  our Common Stock.   The debenture  is convertible at  any
 time into 133,333 shares of our Common Stock at a fixed conversion price  of
 $1.50 per share and has a maturity date of  May 31, 2003.  The warrants  are
 exercisable at any time through April 30, 2005 at a fixed exercise price  of
 $1.50 per share;  however, the warrants  are subject to  a contingency  that
 upon satisfaction of the anti-dilution provisions of our outstanding  Series
 2002-G Convertible Preferred Stock, the exercise  price will be adjusted  to
 par value.

      On June 26, 2002 we issued  350,000 shares of our Common Stock  (valued
 at  $.37  per  share,  or  $129,500) to accredited investors in exchange for
 60%  of  the outstanding capital  stock  of  uniView Asia  Limited.  uniView
 Asia's primary  asset  consisted of  an intellectual  property license.  The
 intellectual property provides a solution for the distribution of  financial
 and other information through the FM radio broadcasting network for  display
 on a standard television set.

      On June  27, 2002  we issued  our Series  2002-K Convertible  Preferred
 Stock to an accredited investor in connection with a $500,000 investment  in
 the Company.   The preferred  stock has no  provision for  dividends and  is
 convertible at any time into 625,000 shares  of our Common Stock at a  fixed
 conversion price of  $0.80 per share.   We may,  at our sole  option at  any
 time, redeem  any or  all outstanding  shares of  the preferred  stock at  a
 redemption price of 120% of its face value.

      The foregoing  issuances  were  made pursuant  to  the  exemption  from
 registration provided by Rule 506 of Regulation D and/or Section 4(2) of the
 Securities  Act  of  1933,  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, (c) the investor or  its purchaser representative were  advised
 of the  limitations  on  resale  of  the  Common  Stock,  (d)  the  investor
 represented its intention to acquire the securities for investment only  and
 not with view to  or for sale in  connection with any distribution  thereof,
 and (e) appropriate legends  were affixed to the  instruments issued in  the
 transactions.


 ITEM 6.   SELECTED FINANCIAL DATA

<TABLE>
      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.

                                                    Year Ended June 30,
                             -------------------------------------------------------------
                             2002           2001          2000          1999          1998
                             ----           ----          ----          ----          ----
 <S>                      <C>          <C>            <C>           <C>           <C>
 Consolidated Statement
 of Operations Data
 ------------------
 Revenues                 $5,369,311   $9,332,232     $ 9,145,705   $11,486,058   $ 2,487,213

 Net loss  before
  extraordinary item      (2,327,191)  (6,622,458)    (10,863,875)   (6,297,353)  (17,418,141)

 Extraordinary item -
  early extinguishment
  of debt                   (406,243)          --              --            --            --

 Loss from continuing
  operations after
  extraordinary item      (2,733,434)  (6,622,458)    (10,863,875)   (6,297,353)  (17,418,141)

 Loss per Common
  Share (1)
  Loss before
    extraordinary item         (0.18)       (0.08)          (3.82)        (7.02)       (26.96)
  Extraordinary item           (0.12)          --              --            --            --
  Loss after
    extraordinary item         (0.30)       (0.08)          (3.82)        (7.02)       (26.96)


                                                    Year Ended June 30,
                             -------------------------------------------------------------
                             2002           2001          2000          1999          1998
                             ----           ----          ----          ----          ----
 <S>                      <C>          <C>            <C>           <C>           <C>
 Consolidated Balance
  Sheet Data
 --------------------
 Total assets              4,842,203    8,837,360      12,523,204    14,080,768    17,728,662

 Long term debt               14,938    1,388,126         595,324     3,823,210     3,835,315

 Redeemable preferred
   stock                   1,456,000    1,170,000       8,409,600    10,350,000            --

 Stockholders' equity
   (deficit)               2,018,192    3,933,806         860,699    (2,013,022)    7,300,231

 Number of employees              25           67             104            79           109

 (1)  Basic and diluted  loss per  share which  was computed  based upon  the
      weighted average number of common shares outstanding during each fiscal
      year.
</TABLE>


 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  our SEC  filings.   These  forward-looking
 statements 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.

                            Results of Operations

      Please  refer  to  Note  N  of  the  Notes  to  Consolidated  Financial
 Statements in this  Form 10-K for  additional information  on our  operating
 segments.


 FISCAL YEAR ENDED JUNE 30, 2002 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2001

 Revenues

      Total revenues  for fiscal  year 2002  decreased to  $5.37 million,  as
 compared  to  $9.33 million  in 2001.  Revenues  for  fiscal year  2002  are
 primarily comprised of revenues  from the sale of  CTI products and  support
 services  provided   by  uniView   Softgen,  as   well  as   revenues   from
 infrastructure design and cabling services provided by Network America.

      uniView Softgen.   Revenues for uniView  Softgen for  fiscal year  2002
 were approximately $2.68  million, compared to  approximately $2.88  million
 for 2001.   Much of  the revenue for  2002 is  attributable to  the sale  in
 January 2002  of a  source code  license  of our  CIMphony product  to  HSBC
 Holdings  plc  ("HSBC")  for   $1.3   million  in   cash.   HSBC   generated
 approximately $2.5 million of our revenues during the fiscal year ended June
 30, 2001  and  at the time of the sale represented our largest CTI customer.
 The transaction has resulted  in limited revenues  from this customer  after
 the sale,  as HSBC  assumed  the responsibility  for  its own  CTI  software
 operations.  Sales from CTI products and support services since the date  of
 the HSBC sale through  June 30, 2002 have  totaled $172,500.  In  connection
 with the sale transaction, HSBC also offered positions to some of our  staff
 who had been assigned to manage and  maintain the HSBC contract and our  CTI
 staff was reduced accordingly.  We  expect to generate future revenues  from
 uniView Softgen primarily through additional  sales of source code  licenses
 to other customers.

      Network America.   Revenues for Network  America for  fiscal year  2002
 were approximately $2.5 million, compared to approximately $5.0 million  for
 2001.   Network  America has  historically  offered computers  and  computer
 networks, primarily to school  districts in Oklahoma  and Arkansas.   During
 fiscal year 2001, we shifted our emphasis to providing infrastructure design
 and  cabling  services  for  high-speed  voice/data  networks  in   multiple
 environments.  The  decrease in  revenues for  2002 is  attributable to  the
 transition period  brought  about  by the  change  from  primarily  offering
 hardware  to  primarily  offering  higher  margin  services.  We  expect  to
 generate future revenues  from Network  America primarily  from cabling  and
 other services.

      Curtis Mathes.   Due  to the  sale of  the Curtis  Mathes trademark  in
 September 2001,  we recognized  only $50,000  in  royalty revenue  from  the
 trademark during fiscal 2002, compared to $1.13 million during the  previous
 year.  We do  not expect to recognize  any additional royalty revenues  from
 the trademark.

 Gross Margin

      Gross margin for  fiscal year 2002  was $3.11 million,  as compared  to
 $4.35 million for  2001.   As a percentage  of total  revenue, gross  margin
 increased to 58%  in fiscal  year 2002, compared  to 46.6%  in the  previous
 year.  The increase as a percentage of revenue can be attributed to focusing
 resources on opportunities at uniView Softgen and Network America that yield
 better margins, as well as to the sale of the source code license to HSBC.

 Inventory Write-Down and Software Development Costs

      No inventories were written down in 2002 or 2001.

      We did  not capitalize  any additional  software development  costs  in
 fiscal year 2002.   In fiscal year 2001, we capitalized software development
 costs of $329,000,  which  are  attributable to  continued improvements  and
 enhancements to the various models of our digital media device.  Efforts  to
 improve our 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  we strive  to
 provide leading edge technologies in a very dynamic market environment.

 Operating Expenses

      Total  operating  expenses  for  fiscal  year  2002  decreased  41%  to
 approximately $6.60 million,  compared to approximately  $11.14 million  for
 the same period last year.  Significant components of operating expenses for
 the fiscal years ended June 30, 2002 and 2001 consisted of the following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2002                2001
                                            -----------         -----------
 Compensation                              $  3,099,108        $  4,972,693
 Facilities                                     578,423             729,766
 Depreciation                                   494,112             583,229
 Amortization of software development
   costs, trademark, and goodwill             1,098,937           1,332,948
 Online service expense                          66,516             853,053
 Legal expense                                  141,489                   0
 Stock option expense                                 0              58,496
 Other                                        1,123,310           2,611,785
                                            -----------         -----------
 Total                                     $  6,601,895        $ 11,141,970
                                            ===========         ===========

      "Other"  expenses  include  public  company  cost,  telephone,  travel,
 office, insurance,  and  other general  and  administrative expenses.    The
 decrease in  online service  expenses for  2002 compared  to 2001  primarily
 consists of TVData  online television listings  utilized in connection  with
 our digital media products,  which services were terminated  in July 2001.
 The remaining  decrease  in  operating expenses  for  fiscal  year  2002  is
 primarily attributable to reduced compensation and  other expenses due to  a
 reduction in the number of employees and overall cost controls.

 Interest Expense

       Corporate  interest  expense for  fiscal  year  2002  was  $90,000  as
 compared to $113,000 in 2001.  The decrease in interest expense is primarily
 attributable to a decrease in our debt level from approximately $1.4 million
 at June 30, 2001 to approximately $0.24 million at June 30, 2002.   Products
 and services interest expense for fiscal  year 2002 was $12,000 as  compared
 to $64,000 in 2001.  This decrease is due in part to phasing out our line of
 credit arrangement with FINOVA in fiscal 2001. The weighted average interest
 rate for our borrowings  was 13.2% and  13.8% for the  years ended June  30,
 2002 and 2001, respectively.

 FISCAL YEAR ENDED JUNE 30, 2001 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000

 Revenues

      Total sales for fiscal year 2001  increased slightly to $9.33  million,
 as compared to $9.15 million in 2000.   Revenues for both fiscal years  2001
 and 2000 were primarily comprised of  network system design and  integration
 services and revenues from the sale  of CTI products  and  support services.
 Other revenues  in  fiscal 2001  consisted  of royalties  received  under  a
 license agreement for use of the Curtis Mathes trademark.

      uniView  Softgen.    Revenues   for  uniView  Softgen  increased   from
 approximately $1.64 million in 2000 to approximately $2.88 million for 2001,
 which is primarily attributable to an  increase in services provided to  our
 CTI customers during this period.

      Network  America.    Revenues   for  Network  America  decreased   from
 approximately $6.6 million for 2000 to approximately $5.0 million for  2001,
 which is  primarily  attributable to  a  shift in  emphasis  from  providing
 hardware to providing higher margin cabling services.

      Curtis Mathes.  During fiscal year 2001, we signed a trademark  license
 agreement with Kmart Corporation and Curtis Mathes products began to  appear
 in Kmart stores across the nation.   We recognized $1.13 million in  royalty
 revenue from the trademark during fiscal  year 2001, compared to no  royalty
 revenue during the previous year.

 Gross Margin

      Gross margin increased 62.3 % to $4.35 million in fiscal year 2001,  as
 compared to $2.68 million in 2000.  As a percentage of total revenue,  gross
 margin increased to 46.6% in fiscal year  2001, compared  to  29.3% in 2000.
 The increase as a  percentage of revenue during  this period is primarily  a
 result of  higher  gross  margins  associated  with  uniView  Softgen's  CTI
 software products and support services.

 Inventory Write-Down and Software Development Costs

      No inventories were  written down in  2001.  During  fiscal year  2000,
 inventories of early versions of our  digital media device were written  off
 totaling approximately $91,000.   These  units were  developed for  specific
 applications and  were less  versatile and  innovative than  the market  now
 demands.  Even though the units were written off, we continued to market the
 boxes to niche markets and applications.   The write-down was the result  of
 technological improvements to the device as  well as a concurrent change  in
 our marketing strategy.  Our digital media devices 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 digital media
 device 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 digital media devices  on a consumer  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 $329,000 and  $201,000, attributable  to
 continued improvements and enhancements to the various models of our digital
 media device, were capitalized in fiscal years 2001 and 2000,  respectively.

 Operating Expenses

      Total  operating  expenses  for  fiscal  year  2001  decreased  16%  to
 approximately $11.14 million, compared  to approximately $13.31 million  for
 2000.  Significant  components of operating  expenses for  the fiscal  years
 ended June 30, 2001 and 2000 consisted of the following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2002                2001
                                            -----------         -----------
 Compensation                              $  4,972,693        $  4,984,023
 Facilities                                     729,766             761,848
 Depreciation                                   583,229           1,313,240
 Amortization of software development
   costs, trademark, and goodwill             1,332,948           1,133,896
 Online service expense                         853,053             878,754
 Legal expense                                        0             299,130
 Stock option expense                            58,496             661,413
 Other                                        2,611,785           3,280,726
                                            -----------         -----------
 Total                                     $ 11,141,970        $ 13,313,030
                                            ===========         ===========

      "Online service expense" primarily consists of TVData online television
 listings utilized in connection  with our digital  media products.   "Other"
 expenses in 2001  include public  company cost,  telephone, travel,  office,
 insurance, and other general and administrative expenses.  "Other"  expenses
 in 2000  additionally  include  one-time moving  expenses  relating  to  the
 relocation of our corporate  offices in fiscal year  2000.  The decrease  is
 primarily  attributable  to   non-cash  items,  such   as  a  reduction   in
 depreciation and amortization totaling $531,000 due primarily to writing off
 $1.3 million of  obsolete equipment during  2000, and a  reduction in  stock
 options expense of $603,000 due to issuing fewer options during 2001 with an
 exercise price below market.

 Interest Expense

       Corporate  interest expense  for  fiscal  year 2001  was  $113,000  as
 compared to $193,000 in  2000.  Products and  services interest expense  for
 fiscal year 2001 was $64,000 as compared to $90,000 in 2000.  This  decrease
 is due in part to phasing out our line of credit arrangement with FINOVA  in
 fiscal 2001.   The weighted  average interest  rate for  our borrowings  was
 13.8% and 10.7% for the years ended June 30, 2001 and 2000, respectively.

                       Liquidity and Capital Resources

      Cash and cash equivalents  at June 30, 2002  were $724,000 compared  to
 $581,000 at  June 30,  2001.   Although cash  used in  operations  decreased
 substantially over the past  year, we did not  achieve a positive cash  flow
 from operations.   Our  plan to  reach  profitability includes  (a)  further
 reduction of general  and administrative  expenses, (b)  maintenance of  our
 higher gross margin  percentages by  continuing to  emphasize services  over
 product sales, and (c) increased sales of both products and services in  the
 Asian market through our subsidiary, uniView  Asia Limited.  We also  expect
 to continue  generating  revenues from  our  cabling operations  at  Network
 America, licensing  our  digital  media technology,  selling  digital  media
 devices, and providing CTI  services, as well as  selling other source  code
 licenses of our CTI technology.  Under this plan, we believe that we will be
 able to generate sufficient funds to provide us with adequate liquidity  and
 capital for  the next  twelve  months.   If  we are  unable  to do  so  from
 operations, additional financing or equity placements may be necessary.   We
 have in the past relied on available borrowing arrangements and sales of our
 common and  preferred  stock to  supplement  operations.   However,  outside
 financial resources may not  continue to be  available to us  or may not  be
 available on favorable terms.

 Cash Flows From Operations

      Cash used in  operations for the  fiscal year ended  June 30, 2002  was
 $2.15 million compared to  $3.46 million in 2001.   The major components  of
 cash used in operations during 2002  were comprised of a $2.73 million  loss
 from operations,  including depreciation  and amortization  of $1.6  million
 (primarily capitalized software  amortization) and a  one-time gain of  $1.1
 million on the sale of the Curtis  Mathes trademark, as well as a  reduction
 in our investment in working capital.  In addition, an extraordinary loss of
 $406,000 for early extinguishment  of debt resulted  from the assumption  by
 the purchaser of the trademark of a $2 million note payable.  (See Note G of
 the Notes  to  Consolidated  Financial Statements  in  this  Form  10-K  for
 additional information on Long-Term Debt.)

      Cash used in  operations for the  fiscal year ended  June 30, 2001  was
 $3.46 million compared to $6.70 million  in 2000.  Major components of  cash
 used in operations in fiscal  year 2001 were a  net loss from operations  of
 $6.62 million and a reduction in  deferred revenues of $719,000,  consisting
 of fees received in advance for call center maintenance and other  services,
 which uniView Softgen earned and recognized during fiscal year 2001,  offset
 by the following:  depreciation and amortization decreased to $1.92  million
 for fiscal year 2001 from $3.45 million the previous year, primarily due  to
 $1.3 million in capitalized costs of  the set top box being fully  amortized
 and $0.86 million in equipment being fully depreciated in fiscal year  2000;
 accounts receivable decreased by $529,000, primarily  due to a slow down  in
 sales during the fourth quarter of  fiscal year 2001 compared to the  fourth
 quarter of  the previous  year; prepaid  expenses decreased  by $730,000  in
 fiscal year 2001  from the previous  year, primarily due  to a reduction  in
 prepaid expenses for  television listings  that expired  during fiscal  year
 2001; and accounts  payable and accrued  liabilities increased by  $313,000,
 primarily due to a $450,000 deposit on the trademark sale received in fiscal
 year 2001.

      Cash used in  operations for the  fiscal year ended  June 30, 2000  was
 $6.70 million.  A major component of cash used in operations in fiscal  year
 2000 was a  net loss from  operations of $10.86  million.   This amount  was
 offset by  depreciation on  equipment of  $1.3 million  and amortization  of
 software development costs of  $2.1 million, as  well as stock  compensation
 expense of  $661,000  incurred as  a  result  of issuing  stock  options  to
 employees below the market price in fiscal year 2000.

 Cash Flows From Investing Activities

      During fiscal year 2002, we sold  the Curtis Mathes[R] trademark to  an
 investment group for $4.5 million, which included $635,000 in cash ($450,000
 of  which  was received in fiscal 2001) and $1,865,000 in a note receivable.
 The sale allowed us to obtain  a release of our  secured debt of $2  million
 with  Sagemark  as  the  buyer  assumed  the  outstanding  debt,   providing
 additional operating  capital.   The  value  of the  sale  was based  on  an
 estimated four  years of  projected royalty  stream from  the Curtis  Mathes
 brand.  Payments  received on  the note  receivable in  fiscal 2002  totaled
 $1.02 million, and  the current outstanding  principal balance  of the  note
 receivable  is  $850,000,  which  is  due  in  March 2003.  We  additionally
 purchased approximately $12,000  of property and  equipment during 2002  and
 purchased a long-term certificate of deposit for $25,000.

      During fiscal  year  2001,  we purchased  property  and  equipment  for
 $177,000, approximately $100,000 of which related to computers and  computer
 software.   Additional development  costs of  $329,000 were  capitalized  as
 expenditures relating to  improvements in our  digital media  device and  we
 received approximately $68,000 in  cash from the  sale of fully  depreciated
 equipment.

      During fiscal  year  2000,  we purchased  property  and  equipment  for
 $495,000, $300,000 of which  related to the  Zirca acquisition.   Additional
 development costs of $201,000 were  capitalized as expenditures relating  to
 improvements in our digital  media device.  As  part of the uniView  Softgen
 acquisition, we received approximately $92,000 in cash.

 Cash Flows From Financing Activities

      Cash flow  from  financing  activities  generated  approximately  $1.11
 million during fiscal year 2002; major components include $500,000 from  the
 issuance of preferred stock and $700,000 from proceeds of long term debt.

      Cash flow  from financing  activities  generated $3.06  million  during
 fiscal  year  2001;  major  components include  $2.00 million  from the sale
 of Common  Stock  and  $1.52  million  from  proceeds  of  long  term  debt.
 Additionally, net repayment of the bank line of credit totaled approximately
 $321,000 for the year.

      Cash flow  from financing  activities  generated $4.32  million  during
 fiscal  year  2000;  major  components  include  $4.2 million from  the sale
 of Common Stock,  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.

                                Other Matters

 Reverse Stock Split

      In September 2001, our stockholders approved  and we implemented a  one
 for eight reverse split of our  outstanding shares of Common Stock to  bring
 us into compliance with  the continued listing  requirements for the  Nasdaq
 SmallCap Market, which require a minimum $1 bid price on common stock.   Par
 value was changed  from $.10 to  $.80 per share.   After  completion of  the
 reverse  stock  split,   we  had  approximately   3,398,977  common   shares
 outstanding.   All share  data  give effect  to  the reverse  split  applied
 retroactively as if  it occurred  at the  beginning of  the earliest  period
 presented.

 Acquisition of uniView Asia Limited

      On June  26,  2002  we  completed  the  acquisition,  through  a  share
 exchange, of a controlling  interest (60%) in uniView  Asia Limited, a  Hong
 Kong company, for  350,000 shares  of newly  issued Common  Stock.   uniView
 Asia's primary  asset consists  of an  intellectual property  license.   The
 intellectual property provides a solution for the distribution of  financial
 and other information through the FM radio broadcasting network for  display
 on a standard television set.

 Subsequent Events

      In September 2002 our securities were delisted from the NASDAQ SmallCap
 Market[SM] and  are now  traded on  the OTC  Bulletin Board.   (For  further
 discussion, refer to the risk factor on page  20 below, "Delisting from  the
 Nasdaq SmallCap Market could make it  more difficult for investors to  trade
 our securities.")

 Critical Accounting Policies

      The preparation of the consolidated financial statements in  conformity
 with accounting  principles  generally  accepted in  the  United  States  of
 America requires management  to make estimates  and assumptions that  affect
 the  amounts  reported   in  the  consolidated   financial  statements   and
 accompanying notes.  Actual results could differ from those estimates.   The
 following critical accounting  policies are  utilized by  management in  the
 preparation of the consolidated financial statements.

      Redeemable Preferred Stock.  During fiscal year ended June 30, 2002, we
 redeemed all of our Series 1999-D1 preferred stock by issuing 240 shares  of
 Series 2002-G preferred stock (stated value $25,000 per share) in  exchange.
  All accrued dividends on Series 1999-D1  were forgiven.  The new series  of
 preferred stock  has no  provision for  dividends  and is  convertible  into
 4,000,000 shares of Common  Stock at $1.50 per  share.  All outstanding  and
 unconverted shares of the new preferred stock as of June 30, 2004 shall  be,
 at the holders' option, either converted into Common Stock or redeemed at  a
 price which fluctuates based on the market price of our Common Stock.

      The accounting method  we have adopted  for securities  such as  Series
 2002-G preferred stock was  derived from Emerging  Issues Task Force  (EITF)
 Topic No. D-98.   It recognizes changes in  redemption value immediately  as
 they occur  and adjusts  the carrying  value of  the security  to equal  the
 redemption value at the end of each reporting period.  Since the  redemption
 value of these securities is tied to  the market price of the Common  Stock,
 this accounting method causes our  loss attributable to common  stockholders
 and stockholders' equity  to fluctuate  each quarter  with  the  market - as
 stock price increases,  stockholders' equity  decreases and  loss per  share
 increases, and vice versa.   Earnings per share  from cash transactions  are
 not affected.

      Product and  Software Development  Costs.   We capitalize  product  and
 software development costs beginning  at the time technological  feasibility
 of the product or software is established, until the product or software  is
 ready for use in products.   Research and development costs of products  and
 software are  expensed  as  incurred.   The  capitalized  costs  related  to
 products or  software which  we expect  to become  an integral  part of  our
 revenue-producing products are  amortized in relation  to expected  revenues
 from the product, or straight-line over  a maximum of four years,  whichever
 is greater.  We regularly review  the carrying value of product or  software
 development costs, and we recognize a loss when the expected net  realizable
 value of a product falls below the unamortized cost.

      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.

      Revenue Recognition.   We recognize revenue  as follows:   (a)  service
 revenue - when the services are provided; (b) equipment and product sales  -
 at the  time  of  delivery and  customer  acceptance;  (c)  installation  of
 software and  hardware systems  - the  completed  contract method;  and  (d)
 royalties - when  earned  as  the  customer sells royalty  related products.
 Amounts for which revenue cannot be recognized such as uncompleted contracts
 or unearned maintenance services  are included in  deferred revenue and  are
 recognized as contracts are completed or ratably over the period covered  by
 the maintenance agreement.

 Risk Factors:  Factors That May Affect Future Results

      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 potential.

 RISKS RELATED TO COMPANY OPERATIONS

 There may be  limited or  no demand for  our technologies  and services  and
 losses may continue.

      We have reported a net loss in each of our last five fiscal years  from
 a combination of  various operating  segments.   In 1996  we introduced  our
 first uniView[R] digital media device, which enables the display of Internet
 content on  a television.   In  1998 and  1999 we  acquired other  computer-
 related companies, consolidated operations and moved to a different business
 model focused on licensing  our technologies and providing  computer-related
 consulting services.   In  2000 we  acquired proprietary  CTI  technologies,
 which provide solutions for customer contact centers, and began  integrating
 our technologies, culminating in our announcement of CIMWeb[TM], a  powerful
 web-enabled product blending  the technologies of  customer contact  centers
 with digital media products.  In  2002, we acquired controlling interest  in
 uniView Asia Limited, a Hong Kong company, which we plan to use as our  base
 of Asian operations and  for other business opportunities  in Asia.  As  you
 can see, our  corporate character and  direction has changed  in the  recent
 past and we have a limited operating  history in our present form under  our
 current business  model.   We believe  that  our easily  adaptable  products
 position us at the forefront of  the emerging interactive broadband and  CTI
 industries, however, there may be limited or no demand for our  technologies
 and services and losses may continue.

 Insufficient  financial  resources  could  severely  limit  our  ability  to
 continue operations.

      In recent  years,  we have  not  achieved  a positive  cash  flow  from
 operations.  We continue to rely on sales of common and preferred stock  and
 available credit arrangements  to supplement our  ongoing financial needs.
 Until we become self-supporting, we will  have to utilize additional  equity
 or debt  financing.   We  continually  evaluate opportunities  with  various
 investors to raise additional capital.   We have in  the past raised all  of
 the financing necessary to fund ongoing operations.  Such resources may  not
 be available to us in the future or they may not be available upon favorable
 terms.  A lack  of sufficient financial resources  to fund operations  until
 our business  plan begins  to produce  the expected  returns could  severely
 limit our ability to continue operations.

 RISKS RELATED TO THE COMPANY'S COMMON STOCK

  A depressed  stock price  could impair  our ability  to raise  capital  and
 severely limit our ability to continue operations.

      The prevailing market price for our Common Stock has been depressed for
 an extended period of time.  A continued depressed stock price could further
 impair our ability to  raise additional capital through  the sale of  equity
 securities, severely limiting our ability to continue operations.

 Delisting from the Nasdaq SmallCap Market  could make it more difficult  for
 investors to trade our securities.

      Our Common Stock is currently traded  on the OTC Bulletin Board,  being
 delisted from the NASDAQ SmallCap Market on September 13, 2002.  Compared to
 the NASDAQ SmallCap Market, an investor  may find it more difficult to  sell
 our securities.  Also, if the trading price of our stock remains below $5.00
 per share, trading could  potentially be subject to  certain other rules  of
 the Exchange  Act.   Such rules  require  additional disclosure  by  broker-
 dealers in connection with any trades involving a stock defined as a  "penny
 stock."  "Penny stock" is defined as any non-Nasdaq equity security that has
 a market price of less than $5.00 per share, subject to certain  exceptions.
  Such rules require  the delivery of  a disclosure  schedule explaining  the
 penny stock market and the risks associated with that market before entering
 into any  penny stock  transaction.   The rules  also impose  various  sales
 practice requirements on  broker-dealers who  sell penny  stocks to  persons
 other than established customers and accredited investors.  For these  types
 of  transactions,  the  broker-dealer   must  make  a  special   suitability
 determination for the  purchaser and  must receive  the purchaser's  written
 consent to  the transaction  prior  to the  sale.   The  additional  burdens
 imposed upon broker-dealers  by such requirements  could discourage  broker-
 dealers from effecting transactions in the securities.  This could  severely
 limit the market  liquidity of the  securities and the  ability to sell  the
 securities in the secondary market.

 Increased dilution could reduce the value of a shareholder's investment.

      As of June 30, 2002 we had issued (1) 3,749,785 shares of Common Stock;
 (2) warrants and vested employee stock options that could be exercised  into
 1,743,584 shares of Common Stock; and (3) convertible securities that  could
 be converted into approximately  4,758,750 shares of Common  Stock.  If  the
 holders of  all outstanding  warrants, options,  and convertible  securities
 exchanged their  holdings for  Common Stock  on that  date, there  would  be
 approximately 10,252,119 shares of Common Stock outstanding.  Such an  event
 would  dilute  an existing shareholder's ownership  interest in the Company.
 For example, an existing  10% shareholder before such  event would become  a
 3.7% shareholder after such  event.  All  other existing shareholders  would
 experience similar dilution.  Such an event would increase our net  tangible
 book value by  the amount  of the proceeds  we received  for issuing  Common
 Stock in exchange for the warrants and options (approximately $13.3  million
 or  $1.30  per  share  increase).   "Pro  forma  net  tangible  book  value"
 represents the  amount of  total tangible  assets, less  total  liabilities,
 divided by  the number  of shares  of Common  Stock outstanding  after  such
 event.

 RISKS RELATED TO OUR TECHNOLOGIES AND SERVICES

 Obsolete technology could result in fewer  sales and less cash flow to  fund
 ongoing operations.

      We operate in a marketplace that changes rapidly.  Changes in  industry
 standards, frequent innovations  and changes in  customer preferences  could
 render our  technologies  and  services  unmarketable  if  we  are  slow  to
 anticipate or  adjust  to  these  changes.   We  may  have  to  develop  new
 technologies or modify our existing technologies  and services to keep  pace
 with these changes.   Pursuit of  these technological  advances may  require
 substantial  expenditures,  and   we  may  not   succeed  in  adapting   our
 technologies  as  rapidly  or  as  successfully  as  our  competitors.   Our
 competitors  may  have  better  financing   and  could  gain  advantage   by
 implementing new technologies and services more quickly and at lower cost.
 Failure  to  adapt  our  technologies  or  to  develop  and  introduce   new
 technologies and  enhancements in  a timely  fashion could  result in  fewer
 sales and less cash flow to fund ongoing operations.

 Delayed development of the Internet and Broadband industries could  restrict
 our growth accordingly.

      We expect to derive a significant portion of our future income from our
 Internet-related technologies.  Our  future success will  depend to a  great
 extent upon  the  continued  development  and  expansion  of  the  Broadband
 industry and the Internet.  If these industries do not realize the  expected
 rate of growth our own growth could be restricted accordingly.

 RISKS RELATED TO THE INDUSTRY

 Inability to compete could result in fewer sales and less cash flow to  fund
 ongoing operations.

      The industry in  which we and  our licensees operate  is intensely  and
 increasingly competitive.  A number of companies have announced  development
 of, or have  introduced digital media  devices and  technologies similar  to
 ours.  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.   Personal  computer  manufacturers,  such  as  Gateway  2000,  have
 announced products that offer full-fledged television viewing, combined with
 Internet access.   CTI competitors  include companies  that market  products
 with functionalities similar to  ours, such as  Alcatel, Nortel, Lucent  and
 others.   Competition occurs  principally in  the areas  of style,  quality,
 functionality, service, design, product features and price.

      Our competitors may develop products and services that are superior  to
 ours.  They may be priced competitively with ours.  They may achieve greater
 market acceptance  than ours.   Many  of our  competitors may  have  greater
 financial, technical, marketing and/or personnel resources than we do.  This
 competitive environment could  (1) limit the  number of  customers that  are
 willing  to  utilize  our  technologies  and  services,  (2)  require  price
 reductions and increased spending  on technology development, marketing  and
 content procurement, and (3) limit our  ability to develop new  technologies
 and services.  Any of the foregoing  events could result in fewer sales  and
 less cash flow to fund ongoing operations.

      In addition,  some  of our  competitors  may be  acquired  by,  receive
 investments from or enter into  other commercial relationships with  larger,
 well-established and well-funded companies.  We  may not have the  resources
 required to continue to respond effectively to these competitive  pressures.

 Unfavorable  domestic  and  international  governmental  regulations   could
 increase costs and result in less cash to fund ongoing operations.

      The  Federal  Communications  Commission  ("FCC")  provides   mandatory
 guidelines for the electronic emissions of licensed products containing  our
 technologies.  Several  federal and state  government agencies,  legislative
 bodies and courts, including the FCC,  the Federal Trade Commission and  the
 Internal Revenue Service further  impact our technologies  and services.   A
 number of legislative  and regulatory proposals  from various  international
 bodies  and   foreign   and   domestic   governments   in   the   areas   of
 telecommunication regulation, access charges, encryption standards,  content
 regulation, consumer protection, intellectual property, privacy,  electronic
 commerce, and taxation, among others, are currently under consideration.  We
 cannot predict whether such proposals will be adopted or whether they  would
 be favorable or unfavorable to the industry.

      There are certain other significant risks inherent in doing business on
 an international level, for example:   (1) unexpected changes in  regulatory
 requirements, (2) uncertain  political risks, (3)  export restrictions,  (4)
 export controls relating to our encryption technology, (5) tariffs and other
 trade barriers,  (6)  fluctuations  in  currency  exchange  rates,  and  (7)
 potentially adverse tax consequences.  Any one or all of the foregoing could
 increase costs  and result  in less  cash being  available to  fund  ongoing
 operations.

 Limited protection of  our intellectual property  and infringement of  third
 party patents could increase costs and  result in less cash being  available
 to fund ongoing operations.

      We regard our digital  media and CTI technologies  as proprietary.   We
 rely primarily on  a combination of  trademark, copyright  and trade  secret
 laws,  nondisclosure  agreements,  and   other  methods  to  protect   these
 proprietary rights.  We expect to enter into transactions in countries where
 intellectual property laws may not be well developed or are poorly enforced.
 Policing  unauthorized use of our technologies is also difficult and can  be
 expected to be a recurring problem.  As is common in the industry, from time
 to time  we receive  notices from  third  parties claiming  infringement  of
 intellectual property rights.  We investigate  these claims and respond,  as
 we  deem  appropriate.  As  the  number  of  technologies  in  the  industry
 increases and the functionality of these technologies overlap,  infringement
 claims against us  may also increase.   A successful  claim could limit  our
 ability to use  our technology or  cause us to  incur additional expense  to
 modify our products.  Any claim or litigation, with or without merit,  could
 increase costs  and result  in less  cash being  available to  fund  ongoing
 operations.


 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.

 Selected Quarterly Financial Data (unaudited)

<TABLE>
      The following tables set forth certain unaudited financial data for the
 quarters indicated:

                                   Fiscal 2002 Quarter Ended                               Fiscal 2001 Quarter Ended
                       --------------------------------------------------    ------------------------------------------------------
                       Sept. 30,     Dec. 31,     March 31,     June 30,      Sept. 30,     Dec. 31,      March 31,     June 30,
                         2001          2001         2002          2002          2000          2000          2001          2001
                       ---------    ----------    ---------    ----------    ----------    ----------    ----------    ----------
 <S>                  <C>          <C>           <C>          <C>           <C>           <C>           <C>           <C>
 Net Sales            $1,639,662   $   827,858   $2,393,752   $   508,039   $ 2,580,737   $ 3,108,472   $ 1,884,654   $ 1,758,369

 Gross Margin         $1,003,082   $   473,723   $1,713,433   $   (76,602)  $ 1,028,529   $ 1,278,972   $ 1,102,452   $   942,125
 % of net sales             61.2%         57.2%        71.6%        (15.1)%        39.9%         41.1%         58.5%         53.6%

 Operating income     $ (868,653)  $(1,372,669)  $   81,350   $(1,328,287)  $(1,656,118)  $(1,610,942)  $(1,641,718)  $(1,881,114)
  (loss)
 % of net sales            (53.0)%      (165.8)%        3.4%       (261.5)%       (64.2)%       (51.8)%       (87.1)%      (107.0)%

 Net income (loss)    $ (245,387)  $(1,348,541)  $  112,581   $(1,252,087)  $(1,675,216)  $(1,631,370)  $(1,665,682)  $(1,660,190)
 % of net sales            (15.0)%      (162.9)%        4.7%       (246.5)%       (64.9)%       (52.5)%       (87.9)%       (94.4)%

 Net income (loss)    $  269,913   $(1,429,491)  $   11,855   $   128,646   $(6,176,291)  $ 8,520,905   $(2,388,007)  $  (241,265)
  attributable to
  common shareholders
 % of net sales             16.5%       (172.7)%        0.5%         25.3%       (239.3)%       274.1%       (126.7)%       (13.7)%

 Net income (loss)
  attributable to
  common shareholders
  per share - basic        $0.08        $(0.42)       $0.00         $0.04        $(1.84)        $2.51        $(0.70)       $(0.13)
            - diluted      $0.08        $(0.42)       $0.00         $0.04        $(1.84)        $2.50        $(0.70)       $(0.13)
</TABLE>


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


      During our  two most  recent fiscal  years, no  independent  accountant
 engaged as the principal  accountant to audit  our financial statements  has
 resigned or was dismissed.


                                   PART III


 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRAN

                        Board of Directors

      The following sets forth, with respect  to each member of our Board  of
 Directors as of  June 30, 2002,  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.

      Patrick A. Custer, 53, is the Chairman of the Board 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, 61, has been a director since September 1992.   Since
 1987, 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, 54, 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,  70, has  been a director  since February  1995.   He
 enjoyed a career of 34 years  with Radio Shack, holding virtually 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  1993, Mr.  Appel  has
 operated  the  private  consulting  firm  of  Appel  Associates,   providing
 companies  with  merchandising,   marketing  and  distribution   strategies,
 creative line development and domestic and international procurement.

      George C.  Platt, 62,  has been  a director  since July  2000.   He  is
 currently President and  Chief Executive Officer  of ViewCast.com., Inc.,  a
 Dallas-based provider of video communications  solutions, and has served  in
 that capacity since September 1999.   From 1991 through 1999, Mr. Platt  was
 the President and Chief Executive Officer  of  Intecom, Inc., a provider  of
 multimedia telecommunications products  and services.   Prior  to that,  Mr.
 Platt was  the President  and Chief  Executive  Officer of  Shared  Resource
 Exchange, Inc. (SRX),  an entrepreneurial startup  company.  Before  joining
 SRX, Mr.  Platt served  for six  years  as Vice  President of  the  Business
 Communications Group at  ROLM Corporation.   Mr. Platt holds  a Bachelor  of
 Science Degree  from  Northwestern  University and  a  Masters  in  Business
 Administration from the University of Chicago.   Mr. Platt currently  serves
 on the  Board  of  Directors  for  InterVoice,  Inc.,  a  provider  of  call
 automation systems, and ViewCast.com, Inc.

                              Executive Officers

      The following table lists the names and positions held by all executive
 officers as of June 30, 2002.  There are no family relationships between any
 director  or  executive officer and any other director or executive officer.
 Executive officers serve at the discretion  of the Board of Directors.   The
 biographies of these executive officers appear above.

      Name                          Position
      ----                          --------
      Patrick A. Custer             Chairman of the Board, President, Chief
                                    Executive Officer and Principal Financial
                                    Officer

      Billy J. Robinson             Vice President, General Counsel,
                                    Secretary and Director

           Section 16(a) Beneficial Ownership Reporting Compliance

      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, 2002, we believe that  during the fiscal year ended June  30,
 2002, 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 exceeding  $100,000 during  the
 fiscal year ended June 30, 2002.

<TABLE>

                                                               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           June 30 Salary($) Bonus($) Compensation($)   Awards($)     Options(#)       ($)      ($)
----------          -------  --------  -------  --------------   ----------   --------------  -------  ------
<S>                  <C>     <C>       <C>      <C>              <C>          <C>             <C>      <C>
Patrick A. Custer      2002  210,000      -0-         (1)           -0-         378,000         -0-      -0-
  Chairman of the      2001  210,000      -0-         (1)           -0-         141,250         -0-      -0-
  Board and CEO        2000  200,340      -0-         (1)           -0-         106,250         -0-      -0-

Billy J. Robinson      2002  150,000      -0-         (1)           -0-         240,000         -0-      -0-
  Vice President       2001  150,000      -0-         (1)           -0-          37,500         -0-      -0-
  and General Counsel  2000  145,131      -0-         (1)           -0-          50,000         -0-      -0-

Leslie Leland          2002  145,000      -0-         (1)           -0-             -0-         -0-      -0-
  President            2001  115,000      -0-         (1)           -0-             -0-         -0-      -0-
                       2000       --       --          --            --              --          --       --

Cameron Hurst          2002  110,500      -0-         (1)           -0-             -0-         -0-      -0-
  Vice President, CTO  2001  146,250      -0-         (1)           -0-             -0-         -0-      -0-
                       2000       --       --          --            --              --          --       --

 (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.

</TABLE>

                              Option Grants Table
<TABLE>

      The following table shows individual grants of stock options made
 during fiscal year ended June 30, 2002 to each of the named executive
 officers.

                                                                                  Potential Realizable
                                                                                  Value at Assumed
                                                                                  Annual Rates of Stock
                                                                                  Price Appreciation
                   Individual Grants                                              for Option Term (3)
--------------------------------------------------------------------------------  ---------------------
(a)                (b)              (c)                    (d)               (e)    (f)      (g)
                   Number of
                   Securities       % of Total   Exercise  Market
                   Underlying       Options      or Base   Price on
                   Options          Granted to   Price     the Date  Expiration
Name               Granted(#)       Employees    ($/Sh)    of Grant  Date         5% ($)   10% ($)
----               -------------    ----------   --------  --------  ----------   -------  ---------
<S>                <C>              <C>          <C>       <C>       <C>          <C>      <C>
Patrick A. Custer   189,000 (1)        25%       $ 0.80    $ 0.59    11/29/06      - 0 -     28,390
                    189,000 (2)        17%       $ 0.80    $ 0.65    05/09/07      5,590     46,650

Billy J. Robinson   120,000 (1)        16%       $ 0.80    $ 0.59    11/29/06      - 0 -     18,025
                    120,000 (2)        11%       $ 0.80    $ 0.65    05/09/07      3,550     29,620

 (1)  These options are subject to the terms of our 1999 Equity Incentive
      Plan; they have a five-year life and vest and become exercisable in
      increments of 1/3 per year beginning on November 30, 2002.

 (2)  These options are subject to the terms of our 1999 Equity Incentive
      Plan; they have a five-year life and vest and become exercisable in
      increments of 1/3 per year beginning on May 10, 2002.

 (3)  Potential realizable values are net of exercise price, but before
      deduction of taxes associated with exercise.  The indicated 5% and 10%
      values represent assumed rates of appreciation only and are provided
      to comply with Commission regulations.  They do not necessarily reflect
      our views 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 upon, among other things, the future performance
      of the Common Stock, overall stock market conditions and the option
      holder's continued employment through the vesting period.  The amounts
      reflected in this table may not be achieved.
</TABLE>
<PAGE>
<TABLE>
                Aggregated Option Exercises in Last Fiscal Year
                       and Fiscal Year-End Option 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, 2002 by each of the named executive officers.

(a)                (b)             (c)          (d)                (e)
                                                Number of
                                                Securities         Value of
                                                Underlying         Unexercised
                                                Unexercised        In-the-Money
                                                Options at         Options at
                                                FY-End (#)         FY-End ($)(1)
                   Shares
                   Acquired        Value        Exercisable (E)/   Exercisable (E)/
Name               on Exercise(#)  Realized($)  Unexercisable (U)  Unexercisable (U)
------             --------------  -----------  -----------------  -----------------
<S>                <C>             <C>          <C>                <C>
Patrick A. Custer        -0-            -0-         312,375 (E)        -0-   (E)
                                                    315,000 (U)        -0-   (U)

Billy J. Robinson        -0-            -0-         129,375 (E)        -0-   (E)
                                                    200,000 (U)        -0-   (U)

Leslie Leland            -0-            -0-          29,375 (E)        -0-   (E)

Cameron Hurst            -0-            -0-          29,375 (E)        -0-   (E)


 (1)  At June 30, 2002 none of the options were considered "in-the-money," as
      the fair market value of the underlying securities on that date ($0.37)
      did not exceed the exercise price of the options.
</TABLE>
<PAGE>

                          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 2002, we  additionally
 granted each of  the three  outside directors  stock options  to purchase  a
 total of 100,000 shares of Common Stock.  The options have a five year  life
 and vested immediately.   The  exercise price of  the options  is $0.80  per
 share and  the market  price of  the Common  Stock on  the dates  of  grant,
 November 30,  2001  and  May  10,  2002, was  $0.59  and  $0.65  per  share,
 respectively.

   Employment Contracts and Termination and Change-in-Control Arrangements

      At June  30,  2002, we  had  no  employment agreement  with  any  named
 executive officer.

         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,
 General Counsel, Secretary and Director.


 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information as of September  20,
 2002 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.

      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, 2002 (the date on which  this Form 10-K is due at  the
 Commission), 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 Commission.

                                  Number of Shares
    Name and Address              Amount and Nature          Percent
    of Beneficial Owner           of Beneficial Ownership    of Class
    -------------------           -----------------------    --------
 5% Beneficial Owners

 Patrick A. Custer                       350,383 (1)           8.63%
 17300 N. Dallas Pkwy., Suite 2050
 Dallas, Texas 75248

 Peak Decision International Limited     350,000 (2)           9.33%
 Unit 1603, 16F
 Dina House,
 11 Duddell Street, Central
 Hong Kong

 Gemini Growth Fund, L.P.                481,565 (3)          10.00%
 3602 McKinney Ave, Suite 220
 Dallas, Texas 75204

 Directors

      Patrick A. Custer                  350,383 (1)           8.63%
      Billy J. Robinson                  131,612 (4)           3.39%
      Edward M. Warren                   122,221 (5)           3.16%
      Bernard S. Appel                   120,314 (6)           3.11%
      George C. Platt                    106,750 (7)           2.77%

 Executive Officers

      Patrick A. Custer                  350,383 (1)           8.63%
      Billy J. Robinson                  131,612 (4)           3.39%

 All Directors and Executive
      Officers as a Group                831,280 (8)          21.06%


 (1)  Includes 2,188 shares owned outright by Mr. Custer; 312,375 shares
      issuable to Mr. Custer upon exercise of vested nonstatutory Employee
      Stock Options; 32,729 shares held of record by Custer Company, Inc.,
      a family trust, over which Mr. Custer exercises voting control; 2,969
      shares owned by his wife; 118 shares held by his wife for the benefit
      of his minor daughter; and 2 shares each held by Mr. Custer for the
      benefit of his two sons.

 (2)  Common shares owned.

 (3)  Includes 26,625 shares owned outright by Founders Equity Group, Inc.,
      an affiliate of Beneficial Owner, 65,940 shares owned outright by
      Founders Partners IV, LLC, an affiliate of Beneficial Owner, 256,250
      shares issuable upon exercise of warrants, and 133,333 shares issuable
      upon conversion of a convertible debenture.

 (4)  Includes 2,237 shares owned outright, and 129,375 shares issuable to
      Mr. Robinson upon exercise of vested nonstatutory Employee Stock
      Options.

 (5)  Includes 2,532 shares owned outright, and 119,689 shares issuable to
      Mr. Warren upon exercise of vested nonstatutory stock options.

 (6)  Includes 625 shares owned outright, and 119,689 shares issuable to
      Mr. Appel upon exercise of vested nonstatutory stock options.

 (7)  Includes 500 shares owned outright, and 106,250 shares issuable to
      Mr. Platt upon exercise of vested nonstatutory stock options.

 (8)  Includes shares beneficially owned by all directors and Executive
      Officers shown above.


 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, 2002 the Company filed no
           Reports on Form 8-K.

                                  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
                                     Chief Executive Officer
                                     and Principal Financial Officer

 September 30, 2002



      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 and
      Principal Financial and Accounting Officer

 /s/  PATRICK A. CUSTER       Chairman of the Board,       September 30, 2002
      Patrick A. Custer       Chief Executive Officer
                              and Director

      Additional Directors

 /s/  BILLY J. ROBINSON       Vice President, General      September 30, 2002
      Billy J. Robinson       Counsel, Secretary and
                              Director

 /s/  EDWARD M. WARREN        Director                     September 30, 2002
      Edward M. Warren

 /s/  BERNARD S. APPEL        Director                     September 30, 2002
      Bernard S. Appel

 /s/  GEORGE C. PLATT         Director                     September 30, 2002
      George C. Platt

<PAGE>

                                CERTIFICATIONS

      I, Patrick A. Custer, certify that:

      1.  I have reviewed this annual report on Form 10-K of uniView
 Technologies Corporation;

      2.  Based on my knowledge, this annual report does not contain any
 untrue statement of a material fact or omit to state a material fact
 necessary to make the statements made, in light of the circumstances under
 which such statements were made, not misleading with respect to the period
 covered by this annual report; and

      3.  Based on my knowledge, the financial statements, and other
 financial information included in this annual report, fairly present in all
 material respects the financial condition, results of operations and cash
 flows of the registrant as of, and for, the periods presented in this annual
 report.

 September 30, 2002

                               By:       /s/ PATRICK A. CUSTER
                                         ---------------------
                                         Patrick A. Custer
                                         Principal Executive Officer
                                         and Principal Financial Officer

<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, 2002 and 2001,  and
 the related consolidated statements of operations, changes in  stockholders'
 equity and cash flows for each of the  three years in the period ended  June
 30, 2002.  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
 that 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, 2002 and 2001,  and
 the consolidated results  of their  operations and  their consolidated  cash
 flows for each  of the  three years in  the period  ended June  30, 2002  in
 conformity with  accounting  principles  generally accepted  in  the  United
 States of America.

 We have also audited Schedule II for each  of the three years in the  period
 ended June 30, 2002.  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 $2,733,434, $6,622,458,  and
 $10,863,875 for the years ended June 30, 2002, 2001 and 2000,  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
 September 3, 2002

<PAGE>
              uniView Technologies Corporation and Subsidiaries
                         CONSOLIDATED BALANCE SHEETS
                                   June 30,


                     ASSETS                            2002           2001
                                                   -----------    -----------
 CURRENT ASSETS
  Cash and cash equivalents                       $    724,051   $    580,601
  Trade accounts receivable, net of allowance
    for doubtful accounts of $13,637 in 2002
    and 2001                                           356,178        561,257
  Note receivable from the sale of trademark           850,000              -
  Inventories                                           49,929        223,449
  Prepaid expenses                                     285,271        153,532
  Other current assets                                   3,506        166,551
                                                   -----------    -----------
      Total current assets                           2,268,935      1,685,390

 CERTIFICATE OF DEPOSIT                                 25,000              -

 PROPERTY AND EQUIPMENT, net of accumulated
   depreciation of $1,618,974 in 2002 and
   $3,466,403 in 2001                                  150,033        655,558

 OTHER ASSETS
  Purchased software, net of accumulated
    amortization of $1,783,263 in 2002 and
    $1,099,546 in 2001                                 711,702      1,395,419
  Product and software development costs, net of
    accumulated amortization of $522,476 in 2002
    and $247,898 in 2001                               422,190        696,768
  Trademark, net of accumulated amortization of
    $1,796,594 in 2001                                       -      3,088,161
  Intellectual property license                        129,500              -
  Goodwill, net of accumulated amortization of
    $414,824 in 2002 and $313,372 in 2001            1,005,509      1,106,961
  Other                                                129,334        209,103
                                                   -----------    -----------
      Total other assets                             2,398,235      6,496,412
                                                   -----------    -----------
      Total assets                                $  4,842,203   $  8,837,360
                                                   ===========    ===========

<PAGE>

              uniView Technologies Corporation and Subsidiaries
                  CONSOLIDATED BALANCE SHEETS - CONTINUED
                                June 30,


       LIABILITIES AND STOCKHOLDERS' EQUITY            2002           2001
                                                   -----------    -----------
 CURRENT LIABILITIES
  Current maturities of long-term debt,
    net of debt discount of $52,500 in 2002       $    169,992   $     22,576
  Current maturities of obligations under
    capital leases                                      30,002         71,741
  Trade accounts payable                               707,207        447,093
  Accrued expenses                                     395,003      1,108,984
  Deposits                                                   -        450,000
  Deferred revenue                                      50,869        245,034
                                                   -----------    -----------
      Total current liabilities                      1,353,073      2,345,428

 LONG TERM DEBT, less current maturities, net
   of debt discount of $176,350 in 2001                 13,445      1,356,630

 OBLIGATIONS UNDER CAPITAL LEASES,
   less current maturities                               1,493         31,496
                                                   -----------    -----------
      Total liabilities                              1,368,011      3,733,554

 REDEEMABLE PREFERRED STOCK
  Series 1999-D1, 0 and 720 shares issued and
    outstanding at June 30, 2002 and June 30,
    2001, respectively (liquidation preference
    of $18,000,000, plus undeclared dividends
    in arrears of $1,846,849 at June 30, 2001)               -      1,170,000
  Series 2002-G, 240 and -0- shares issued and
    outstanding at June 30, 2002 and June 30,
    2001, respectively (liquidation preference
    of $6,000,000)                                   1,456,000              -

 STOCKHOLDERS' EQUITY
  Preferred stock, cumulative, $1.00 par value;
      1,000,000 shares authorized:
    Series A, 30,000 shares issued and outstanding
      at June 30, 2002  and 2001                        30,000         30,000
    Series H, 2 shares issued and outstanding
      at June 30, 2002 and 2001 (liquidation
      preference of $50,000)                                 2              2
    Series 2002-K, 20 and -0- shares issued and
      outstanding at June 30, 2002 and June 30,
      2001, respectively (liquidation preference
      of $500,000)                                          20              -
  Common stock, $.80 par value; 80,000,000 shares
    authorized; 3,749,785 and 3,398,977 shares
    issued and outstanding at June 30, 2002 and
    2001, respectively                               2,999,828      2,719,181
  Additional paid in capital                        57,190,291     56,365,019
  Accumulated deficit                              (58,201,949)   (55,180,396)
                                                   -----------    -----------
      Total stockholders' equity                     2,018,192      3,933,806
                                                   -----------    -----------
      Total liabilities and stockholders' equity  $  4,842,203   $  8,837,360
                                                   ===========    ===========

       The accompanying notes are an integral part of these statements.

<PAGE>

              uniView Technologies Corporation and Subsidiaries
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                              Year ended June 30,

                                             2002          2001         2000
                                          ----------    ----------   ----------
 Revenues
  Product sales                          $ 1,919,695   $ 5,434,527  $ 7,710,606
  Consulting and support services          3,399,463     2,765,958    1,435,099
  Royalties                                   50,153     1,131,747            -
                                          ----------    ----------   ----------
      Total revenues                       5,369,311     9,332,232    9,145,705

 Cost of products and services
  Cost of product sales                      939,082     3,231,702    5,553,372
  Cost of consulting and support services  1,316,593     1,748,452      910,958
                                          ----------    ----------   ----------
      Total cost of products and services  2,255,675     4,980,154    6,464,330
                                          ----------    ----------   ----------
      Gross margin                         3,113,636     4,352,078    2,681,375

 Operating expenses
  Selling                                     52,850       686,377      708,167
  General and administrative               4,955,996     8,539,416    9,157,725
  Depreciation and amortization            1,593,049     1,916,177    3,447,138
                                          ----------    ----------   ----------
                                           6,601,895    11,141,970   13,313,030
                                          ----------    ----------   ----------
      Operating loss                      (3,488,259)   (6,789,892) (10,631,655)

<PAGE>

              uniView Technologies Corporation and Subsidiaries
              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
                             Year ended June 30,


                                             2002          2001         2000
                                          ----------    ----------   ----------
 Other (income) expense
  Interest income                        $   (95,445)  $   (30,247) $   (35,689)
  Interest expense                           101,389       177,237      283,096
  Other income, net                          (63,966)     (246,151)     (15,187)
  Gain on sale of assets                           -       (68,273)           -
  Gain on sale of trademark               (1,103,046)            -            -
                                          ----------    ----------   ----------
      Total other (income) expense        (1,161,068)     (167,434)     232,220
                                          ----------    ----------   ----------
      Loss before extraordinary item      (2,327,191)   (6,622,458) (10,863,875)
                                          ----------    ----------   ----------
 Extraordinary item - early
   extinguishment of debt                   (406,243)            -            -
                                          ----------    ----------   ----------
      NET LOSS                            (2,733,434)   (6,622,458) (10,863,875)

 Decrease in redemption value of
   redeemable preferred stock             (2,168,657)   (7,239,600)  (1,940,400)

 Dividend requirements on preferred stock    454,300       901,800      901,800
                                          ----------    ----------   ----------
 Net loss attributable to common
   stockholders                          $(1,019,077)  $  (284,658) $(9,825,275)
                                          ==========    ==========   ==========

 Per share amounts allocable to common
   stockholders - Basic and diluted

 Loss before extraordinary item               $(0.18)       $(0.08)      $(3.82)

 Extraordinary item                            (0.12)            -            -
                                               -----         -----        -----
      Net loss                                $(0.30)       $(0.08)      $(3.82)
                                               =====         =====        =====
 Weighted average common shares
   outstanding - Basic and diluted         3,404,172     3,387,645    2,571,611

       The accompanying notes are an integral part of these statements.

<PAGE>
<TABLE>

                         uniView Technologies Corporation and Subsidiaries
                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         For the years ended June 30, 2002, 2001 and 2000


                                                 Common Stock         Preferred Stock      Additional
                                           ----------------------  --------------------    paid-in       Accumulated
                                               Shares      Amount    Shares      Amount    capital         deficit         Total
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 <S>                                       <C>         <C>         <C>       <C>          <C>           <C>           <C>
 Balances - July 1, 1999                    1,876,645  $1,501,315   140,143  $  140,143   $43,162,615   $(46,817,095) $ (2,013,022)

 Redemption of Series A preferred stock             -           -  (100,000)   (100,000)            -        (18,099)     (118,099)
 Conversion of Series A preferred
   including accrued dividends for
   common stock                                   971         777   (10,000)    (10,000)       10,873         (1,650)            -
 Conversion of Series 1999-E preferred
   including accrued dividends for
   common stock                               100,337      80,270       (96)        (96)      (72,086)        (8,088)            -
 Conversion of Series 1999-C preferred
   including accrued dividends for
   common stock                               111,492      89,193       (44)        (44)      (65,643)       (23,506)            -
 Conversion of Series H preferred
   including accrued dividends for
   common stock                                   208         167        (1)         (1)         (166)             -             -
 Sale of common stock                         209,128     167,302         -           -     4,287,963              -     4,455,265
 Exercise of warrants                         214,781     171,825         -           -       866,550              -     1,038,375
 Common stock issued for services              43,906      35,125         -           -       147,375              -       182,500
 Conversion of debt to common stock           489,785     391,828         -           -     2,396,895              -     2,788,723
 Legal settlement paid in stock                31,250      25,000         -           -       475,000              -       500,000
 Preferred stock dividends                          -           -         -           -             -         (1,875)       (1,875)
 Acquisitions of businesses                   228,562     182,850         -           -     2,108,043              -     2,290,893
 Stock compensation for employees
   and directors                                    -           -         -           -       661,414              -       661,414
 Allocation for decrease in redemption
   value of redeemable preferred stock              -           -         -           -             -      1,940,400     1,940,400
 Net loss                                           -           -         -           -             -    (10,863,875)  (10,863,875)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 2000                   3,307,065   2,645,652    30,002      30,002    53,978,833    (55,793,788)      860,699

</TABLE>
<PAGE>
<TABLE>

                         uniView Technologies Corporation and Subsidiaries
                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - CONTINUED
                         For the years ended June 30, 2002, 2001 and 2000



                                                 Common Stock         Preferred Stock      Additional
                                           ----------------------  --------------------    paid-in       Accumulated
                                               Shares      Amount    Shares      Amount    capital         deficit         Total
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 <S>                                       <C>         <C>         <C>       <C>          <C>           <C>           <C>
 Sale of common stock                          91,912  $   73,529         -  $        -   $ 1,926,471   $          -  $  2,000,000
 Stock compensation for employees
   and directors                                    -           -         -           -        58,496              -        58,496
 Issuance of warrants for services                  -           -         -           -       212,619              -       212,619
 Issuance of warrants in connection
   with long-term debt                              -           -         -           -       188,600              -       188,600
 Preferred stock dividends                          -           -         -           -             -         (3,750)       (3,750)
 Allocation for decrease in redemption
   value of redeemable preferred stock              -           -         -           -             -      7,239,600     7,239,600
 Net loss                                           -           -         -           -             -     (6,622,458)   (6,622,458)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 2001                   3,398,977   2,719,181    30,002     30,0025     6,365,019    (55,180,396)    3,933,806

 Adjustment to common stock for reverse
   stock split                                    808         647         -           -          (647)             -             -
 Issuance of common stock for investment
   in subsidiary                              350,000     280,000         -           -      (150,500)             -       129,500
 Issuance of Series 2002-K preferred stock          -           -        20          20       499,980              -       500,000
 Issuance of warrants for services                  -           -         -           -        72,000              -        72,000
 Issuance of warrants in connection
   with long-term debt                              -           -         -           -       156,875              -       156,875
 Repriced warrants in connection
   with long-term debt                              -           -         -           -       179,064              -       179,064
 Issuance of warrants in connection
   with the sale of trademark                       -           -         -           -        68,500              -        68,500
 Preferred stock dividends                          -           -         -           -             -         (2,119)       (2,119)
 Preferred stock dividends forgiven
   in exchange of Series D-1 for
   Series G preferred stock                         -           -         -           -             -     (2,454,657)   (2,454,657)
 Allocation for decrease in redemption
   value of redeemable preferred stock              -           -         -           -             -      2,168,657     2,168,657
 Net loss                                           -           -         -           -             -     (2,733,434)   (2,733,434)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 2002                   3,749,785 $ 2,999,828    30,022 $    30,022  $ 57,190,291  $ (58,201,949) $  2,018,192
                                           ==========  ==========  ========  ==========   ===========   ============   ===========


         The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>

               uniView Technologies Corporation and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              Year ended June 30,

                                             2002          2001         2000
                                          ----------   ----------   -----------
 Cash flows from operating activities
  Net loss                               $(2,733,434) $(6,622,458) $(10,863,875)
  Adjustments to reconcile net loss to
    cash used in operating activities:
      Gain on sale of assets                       -      (68,273)            -
      Depreciation and amortization        1,593,049    1,916,177     3,447,138
      Bad debt expense                             -       35,816       114,078
      Gain on sale of trademark           (1,103,046)           -             -
      Stock compensation expense                   -       58,496       661,414
      Issuance of warrants for services       72,000      212,619             -
      Amortization of debt discount           53,545       12,250             -
      Loss on early extinguishment
        of debt                              406,243            -             -
      Changes in assets and liabilities,
        net of effects from acquisitions
        and dispositions:
           Trade accounts receivable         205,079      529,388         9,779
           Inventories                       173,520       38,152       174,982
           Prepaid expenses                 (131,738)     729,736      (325,399)
           Other current assets              163,045      205,535      (372,086)
           Other assets                       81,286      (99,974)       40,831
           Accounts payable and accrued
             liabilities                    (734,867)     312,527         2,544
           Deferred revenue                 (194,165)    (718,996)      406,957
                                          ----------   ----------   -----------
           Cash and cash equivalents used
             in operating activities      (2,149,483)  (3,459,005)   (6,703,637)

 Cash flows from investing activities
  Cash from acquisition                            -            -        91,681
  Purchase of property and equipment         (11,606)    (177,234)     (495,378)
  Additions to product and software
    development costs                              -     (329,307)     (201,173)
  Collections on note receivable           1,015,000            -             -
  Proceeds from sale of trademark            185,000            -             -
  Investment in certificate of deposit       (25,000)           -             -
  Proceeds from sale of assets                     -       68,273             -
  Disposal of property and equipment          23,019            -             -
                                          ----------   ----------   -----------
      Cash and cash equivalents provided
        by (used in) investing activities  1,186,413     (438,268)     (604,870)

<PAGE>

               uniView Technologies Corporation and Subsidiaries
               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             Year ended June 30,


                                             2002          2001         2000
                                          ----------   ----------   -----------
 Cash flows from financing activities
  Proceeds from long term debt           $   700,000  $ 1,517,025  $          -
  Proceeds from line of credit                     -    1,746,003     5,780,382
  Principal payments on line of credit             -   (2,067,445)   (6,169,798)
  Principal payments on long-term debt       (19,621)     (24,824)     (299,686)
  Principal payments on capital lease
    obligations                              (71,740)    (111,302)      (90,306)
  Dividends paid                              (2,119)      (3,750)       (1,875)
  Redemption of preferred stock for cash           -            -      (118,099)
  Proceeds from issuance of preferred
    stock                                    500,000            -             -
  Proceeds from issuance of common stock           -    2,000,000     5,217,392
                                          ----------   ----------   -----------
      Cash and cash equivalents provided
        by financing activities            1,106,520    3,055,707     4,318,010

 Net increase (decrease) in cash and
   cash equivalents                          143,450     (841,566)   (2,990,497)

 Cash and cash equivalents,
   beginning of year                         580,601    1,422,167     4,412,664
                                          ----------   ----------   -----------
 Cash and cash equivalents,
   ending of year                        $   724,051  $   580,601  $  1,422,167
                                          ==========   ==========   ===========
 Supplemental information
  Cash paid for interest                 $    80,965  $   142,343  $     98,909

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

         The accompanying notes are an integral part of these statements.

<PAGE>
              uniView Technologies Corporation and Subsidiaries
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2002, 2001 and 2000


 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Description of Business

  uniView Technologies  Corporation  and Subsidiaries  (the  Company),  offer
  enhanced digital  media solutions  to customers  worldwide.   Its  products
  deliver  the highest  quality  video,  audio and  gaming  features  through
  broadband  networks.  In  addition,  the  Company provides  customers  with
  enterprise  customer  service  solutions  through  CIMphony_,  a  suite  of
  computer telephony integration (CTI) software  products and services.   The
  Company markets its products and services to hospitality, utility,  banking
  and telecommunication companies in the United States and internationally.

  Principles of Consolidation

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

  Use of Estimates

  The preparation  of  financial  statements in  conformity  with  accounting
  principles generally  accepted in  the United  States of  America  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 primarily 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  their estimated useful  lives.  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.

  Accounting for Impairment of Long-Lived Assets

  The Company evaluates long-lived assets  and  intangible  assets, including
  goodwill, 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.

  Product and Software Development Costs

  The Company  capitalizes product  and software  development costs  incurred
  from the  time technological  feasibility  of the  product or  software  is
  established until the  product or software  is ready for  use in  products.
  Research and development costs related to product and software  development
  are expensed as incurred.  The capitalized costs related to the product  or
  software which  will become  an  integral part  of the  Company's  revenue-
  producing products are amortized in relation to expected revenues from  the
  product or  straight-line,  over a  maximum  of four  years,  whichever  is
  greater.  The  carrying value of product  or 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, redeemable preferred stock  and debt.  The fair value  of
  cash and notes receivable approximate  the recorded amounts because of  the
  liquidity and short  term nature of these  items.  The  fair value of  debt
  approximates the recorded amounts.  The fair value of redeemable  preferred
  stock is  reflected by  the recorded  amount as  it represents  fair  value
  based on the market price of the Company's common stock.

  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.

  Redeemable Preferred Stock

  The Company's Series 1999-D1 and 2002-G  preferred  stock  is redeemable at
  the  option  of  the  holder, and  is  therefore   classified   outside  of
  stockholders' equity in the  accompanying  balance  sheets.  The redemption
  value of these securities varies based on the market price of the Company's
  common stock.  The Company  has adopted an  accounting  method  provided in
  EITF Topic D-98 for these types of securities, which  recognizes changes in
  redemption value immediately as they occur and adjusts the  carrying  value
  of the security to equal the redemption value at the end of  each reporting
  period.  The result  of this  accounting  method  is an  increase  in  loss
  attributable  to common shareholders and a decrease in stockholders' equity
  as the Company's common stock price  increases, with  the  opposite  effect
  when the Company's common stock price decreases.  Earnings per  share  from
  cash transactions are not affected by this accounting method.

  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.   Revenue  from  the  installation  of  software  and
  hardware systems is recognized on  the completed contract method.   Royalty
  revenue is recognized  when earned as  the customer  sells royalty  related
  products.   Amounts   for  which  revenue  cannot  be  recognized  such  as
  uncompleted contracts  or  unearned maintenance  services are  included  in
  deferred revenue and are recognized  as contracts are completed or  ratably
  over the period covered by the maintenance agreement.

  On January  16, 2002,  the Company  completed  the sale  of a  source  code
  license to one  of its largest  customers of its  uniView Softgen  product.
  The sale  resulted in  the Company  receiving $1.3  million in  cash  (this
  revenue is  included  in consulting  and  support service  revenue  in  the
  accompanying statements of  operations).  The buyer  also hired six of  the
  Company's employees.   The  Company is  actively marketing  similar  source
  code licenses  to other  customers.   Subsequent to  the sale  to HSBC  and
  through August 30, 2002, the  Company has generated approximately  $262,000
  of revenue related to this product.

  Advertising Costs

  Advertising  costs  are  charged to  operations  as  incurred.  Advertising
  costs for  the years  ended June  30, 2002,  2001, and  2000 were  $23,469,
  $555,187, and $304,069, respectively.

  Reverse Stock Split

  In  September  2001, the Company's stockholders approved a  one  for  eight
  reverse stock split.  All  share  and  per  share  data  give effect to the
  reverse split applied retroactively  as  if it occurred at the beginning of
  the  earliest  period presented.  The number of outstanding shares has been
  further adjusted  to reflect  the effects  of rounding fractional shares to
  the next whole share after the reverse split.

  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.

  All share and per share data give  retroactive effect to the one for  eight
  reverse stock split  approved by the stockholders  in September 2001 as  if
  the reverse split occurred on July 1, 1999.

  Reclassifications

  Certain reclassifications  of the 2001  and 2000  financial statements  and
  related notes have been made to conform with the 2002 presentation.

  New Pronouncements

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

  In  June 2001,  the  Financial  Accounting  Standards  Board  approved  for
  issuance Statement of Financial Accounting Standards No. 142 ("SFAS  142"),
  "Goodwill  and  Intangible  Assets",  which  revises  the  accounting   for
  purchased goodwill and  intangible assets.   Under SFAS  142, goodwill  and
  intangible assets with  indefinite lives will no  longer be amortized,  but
  will be  tested  for  impairment annually  and  also  in the  event  of  an
  impairment indicator.   SFAS 142 is  effective for  fiscal years  beginning
  after December 15, 2001, with  early adoption permitted for companies  with
  fiscal  years beginning  after  March  15,  2000  if  their  first  quarter
  financial statements have not previously been issued.  The Company  expects
  that  adoption of  SFAS  142  will  reduce  annual  operating  expenses  by
  approximately $101,000.  The Company will adopt SFAS 142 effective July  1,
  2002.

  In October 2001, the Financial Accounting Standards Board issued  Statement
  of Financial  Accounting Standards No.  144 ("SFAS  144"), "Accounting  for
  the Impairment  or Disposal  of  Long-Lived Assets".   SFAS  144  addresses
  financial accounting and reporting for the impairment or disposal of  long-
  lived assets.   This  statement supersedes  SFAS 121,  "Accounting for  the
  Impairment of Long-Lived  Assets and for Long-Lived  Assets to Be  Disposed
  Of"  ("SFAS  121")  and  related   literature  and  establishes  a   single
  accounting model,  based on  the  framework established  in SFAS  121,  for
  long-lived assets to be disposed  of by sale.   The Company is required  to
  adopt SFAS 144  for fiscal years  beginning after December 15,  2001.   The
  Company does not  believe that the  adoption of this  standard will have  a
  material effect on its financial condition or results of operations.

  In April  2002, the Financial  Accounting Standards  Board ("FASB")  issued
  Statement  of  Financial  Accounting   Standards  No.  145  ("SFAS   145"),
  "Rescission of  FASB  Statements No.  4,  44,  and 64,  Amendment  of  FASB
  Statement   No.  13,  and  Technical  Corrections".   SFAS  145  identifies
  amendments   that  should   have   been   made   to   previously   existing
  pronouncements and formally  amends the appropriate  pronouncements.   SFAS
  145  amends  Accounting  Principles  Board  Opinion  No.  30  ("APB   30"),
  "Reporting the Results of Operations-Reporting  the Effects of Disposal  of
  a  Segment of  a  Business,  and Extraordinary,  Unusual  and  Infrequently
  Occurring  Events and  Transactions"  to  reflect the  rescission  of  FASB
  Statement No. 4, "Reporting Gains  and Losses from Extinguishment of  Debt"
  ("SFAS 4").   The FASB  noted that SFAS  4 dictated  the classification  of
  gains and losses from extinguishments of  debt and, thus, did not permit  a
  conceptual consideration  under the  provisions  of APB  30 of  whether  an
  extinguishment of  debt is  extraordinary in  nature.   The FASB  concurred
  that debt  extinguishments are  often routine,  recurring transactions  and
  concluded  that   classifying   the   associated  gains   and   losses   as
  extraordinary items in all cases  is inconsistent with the criteria in  APB
  30.  The  Company is required  to adopt SFAS  145 during  the first  fiscal
  quarter of 2003.  The Company  does  not  believe that the adoption of this
  standard will have a material effect on  its financial condition or results
  of operations.


 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 $2,733,434, $6,622,458, and $10,863,875, during  the
  years ended June 30, 2002, 2001, and 2000, 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, technology products through  its digital media products  and
  its computer telephony integration products.  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  $2.7  million and $2.9  million in
  2002  and 2001,  respectively.  However,  the  Company's  operating  losses
  continued.  Additionally, the Company sold its Curtis Mathes trademark  and
  all  associated rights  to  the  trademark  in  September  2001  for  total
  proceeds  of  $4.5  million  of  which  $635,000   was  received  in  cash,
  $1,865,000 will be  received at various dates  through March 2003 and  $2.0
  million of the  proceeds was  long-term debt assumed  by the  buyer of  the
  trademark.  In addition,  in January 2002, the  Company sold a source  code
  license of its CIMphony product to HSBC Holdings Plc ("HSBC"), its  largest
  customer for  that product,  for $1.3  million  in cash.   In  addition  to
  providing cash for operations, this transaction resulted in a reduction  of
  overall employee  expenses,  while continuing  to allow  opportunities  for
  sales of CIMphony source code  licenses to other customers.  However,  this
  transaction is expected  to result in limited  revenues in the future  from
  this customer, as  it assumes the responsibility  for its own CTI  software
  operations.  The Company is continuing  to evaluate all of its options  for
  increasing revenues and reducing expenses.

  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.  While  the
  proceeds from the trademark sale and improvements to its operations reduced
  negative cash flows from operations, it may be necessary for the Company to
  obtain additional  funds for  operations  in order to  continue as a  going
  concern until operations demonstrate the  ability  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.


 NOTE C - BUSINESS COMBINATIONS AND DIVESTITURES

  Effective  September  22,  1999  the  Company  acquired  assets  of   Zirca
  Corporation  ("Zirca") for  $300,000  cash  and  45,000  restricted  common
  shares of the  Company valued at  $675,000.  The  acquisition of Zirca  was
  accounted for as a purchase  and the Company allocated the excess  purchase
  price over tangible assets acquired of approximately $360,000 to  purchased
  software.  In  October 2001, the Company  disposed of the remaining  assets
  related to this acquisition as the assets were no longer being utilized.

  Effective October  29, 1999  the Company  acquired the  assets and  assumed
  certain   liabilities   of   Softgen   International,   Inc.   ("Softgen").
  Consideration for the  acquisition consisted of  146,875 restricted  shares
  of the  Company's common  stock  and warrants  to acquire  another  117,500
  shares at $24.00 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  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.

  Effective June  26,  2002, the  Company  acquired 60%  of  the  outstanding
  capital stock  of uniView Asia  Limited (formerly  China Action  Management
  Limited)  for  350,000 shares  of its  $.80  par value  common stock.   The
  acquisition  of uniView Asia Limited was  accounted for as a purchase.  The
  Company has  allocated  the purchase  price  of approximately  $129,500  to
  intellectual property license.

  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.


 NOTE D - DISPOSITION OF ASSETS AND SIGNIFICANT SALES TRANSACTIONS

  In September 2001,  the Company sold the  Curtis Mathes trademark for  $4.5
  million, consisting of  cash and notes  receivable.  $450,000  in cash  was
  received in June  2001.  At  June 30, 2002,  a total of  $1,650,000 of  the
  purchase price had  been received in cash,  leaving a principal balance  of
  $850,000 on a note receivable  due in March 2003.   In connection with  the
  sale, the Company  was released from  approximately $2.0  million of  long-
  term debt, which was assumed  by the buyer of the  trademark.  As a  result
  of  the  release   of  this  long-term  debt,   the  Company  recorded   an
  extraordinary loss on  debt extinguishment of  $406,243.   The Company  had
  issued  warrants to  the  lender  in  connection  with  the  loan  and  was
  amortizing these costs over the life of  the loan.  The carrying amount  of
  the debt was  $1,593,757 at the  time of payment  due to the  value of  the
  warrants and upon early extinguishment of  the debt, all of the costs  were
  accelerated.  The Company recorded a gain of $1,103,046 on the sale of  the
  trademark.

  In December 2001,  the Company wrote off  the remaining assets of  $143,539
  relating to  the  prior acquisitions  of  Advanced Systems  Group  ("ASG"),
  uniView Xpressway Group  ("Xpressway") and Zirca, as  these assets were  no
  longer being utilized.

  In January 2002, the  Company  sold a source  code license of its  CIMphony
  product to HSBC,  its largest customer for  that product, for $1.3  million
  in cash.  In February 2002, as  part of the agreement, the Company  allowed
  HSBC  to hire  six  of  its employees  who  were  principally  involved  in
  servicing this  customer, while retaining  adequate support  staff for  its
  other CTI customers.   In addition to  providing cash for operations,  this
  transaction resulted  in a reduction  of overall  employee expenses,  while
  continuing  to allow  opportunities  for  sales  of  CIMphony  source  code
  licenses to other customers.  However, the transaction is also expected  to
  result in limited revenues in the future from this customer, as it  assumes
  the responsibility  for its  own CTI  software operations.   This  customer
  generated approximately  $2.4 million  (including the  sale of  the  source
  code license) and $2.5 million in revenues during the years ended June  30,
  2002 and 2001, respectively.


 NOTE E - PROPERTY AND EQUIPMENT

  Property and equipment at June 30 consist of the following:

                                 Useful life
                                 (in years)      2002          2001
                                 ----------   ----------    ----------
    Equipment                        3-5     $ 1,306,933   $ 3,348,634
    Furniture and fixtures            5          177,698       223,182
    Computer software                 3          102,603       215,637
    Vehicles                          3          116,503       131,591
    Leasehold improvements        lease term      65,270       202,917
                                               1,769,007     4,121,961
                                              ----------    ----------
    Less accumulated depreciation
      and amortization                        (1,618,974)   (3,466,403)
                                              ----------    ----------
                                             $   150,033   $   655,558
                                              ==========    ==========

  Equipment under capital  leases included above  at June 30,  2002 and  2001
  was  $102,921 and  $114,910,  respectively,  and  the  related  accumulated
  amortization amounted to $78,935  and $49,936, respectively.   Amortization
  of assets held under capital leases is included with depreciation expense.

  Depreciation expense for years ending June 30, 2002, 2001, and 2000
  totaled $494,112, $583,229, and $1,313,241, respectively.


 NOTE F - OTHER ASSETS

  Other assets at June 30 consist of the following:


                                                 2002           2001
                                              ----------    ----------
    Purchased software                       $ 2,494,965   $ 2,494,965
    Product and software development costs       944,666       944,666
    Trademark                                        -       4,884,755
    Intellectual property license                129,500             -
    Goodwill                                   1,420,333     1,420,333
    Other                                        129,334       209,103
                                              ----------    ----------
                                               5,118,798     9,953,822
    Less accumulated amortization             (2,720,563)   (3,457,410)
                                              ----------    ----------
                                             $ 2,398,235   $ 6,496,412
                                              ==========    ==========

  Purchased software is  amortized in relation to  expected revenue from  the
  product  or straight-line  over  a  maximum of  four  years,  whichever  is
  greater.  Amortization  expense for the  years ended June  30, 2002,  2001,
  and 2000 was $683,718, $808,392, and $291,154, respectively.  Revenue  from
  these products  was $2,677,445  (including  the $1.3  million sale  of  the
  source code license), $2,972,504  and $2,450,886  for the  years ended June
  30, 2002, 2001 and 2000, respectively.

  Product and  software  development costs  are  being amortized  over  their
  estimated useful life of three  years.  Amortization expense for the  years
  ended June 2002,  2001, and 2000  was $273,060,  $178,867, and  $1,345,803,
  respectively.   Revenue  from  these  products  was  $93,623,  $22,423  and
  $257,954 for the years ended June 30, 2002, 2001 and 2000, respectively.

  The Company purchased  the Curtis Mathes Corporation  in 1993 and sold  its
  only remaining asset, the Curtis Mathes trademark, in September 2001 for  a
  gain of $1,103,046.  The  trademark was being amortized on a  straight-line
  basis over 20  years.  Amortization  expense for the  years ended June  30,
  2002, 2001, and 2000 was $43,706, $244,237 and $244,237, respectively.

  Goodwill totaling $1,420,333  from 1998 acquisitions  of Video  Management,
  Inc. (VMI) and Computer Network Solution (CNS) is being amortized over  its
  estimated useful life of fourteen years.  Amortization expense for each  of
  the years ended June 30, 2002, 2001 and 2000 was $101,453.


 NOTE G - LONG-TERM DEBT

  Long-term debt at June 30 consists of the following:

                                                 2002           2001
                                              ----------    ----------
  Secured note payable to a finance company
    collateralized by a security agreement
    in the Curtis Mathes Trademark with
    interest at 14%.  Interest payments
    due monthly, principal is due
    December 7, 2005.                        $         -   $ 1,500,000
  Convertible note payable to a finance
    company collateralized by substantially
    all assets with interest at 14%.
    Interest payments due monthly,
    principal is due May 31, 2003.               200,000             -
  Other                                           35,937        55,556
                                              ----------    ----------
                                                 235,937     1,555,556
      Less debt discount                         (52,500)     (176,350)
                                              ----------    ----------
                                                 183,437     1,379,206
      Less current portion                      (169,992)      (22,576)
                                              ----------    ----------
                                             $    13,445   $ 1,356,630
                                              ==========    ==========

  The weighted average  interest rate of borrowings  outstanding at June  30,
  2002 and 2001 is 13.19% and 13.8%, respectively.

  Future annual aggregate maturities of long-term debt are as follows:

                                             Year ending
                                             June 30,
                                             -----------
                                                2003       $   169,992
                                                2004            13,445
                                                            ----------
                                                           $   183,437
                                                            ==========


 NOTE H - COMMITMENTS AND CONTINGENCIES

  Lease Commitments

  The Company leases  equipment and facilities  under various  non-cancelable
  operating and capital leases which  expire at various dates through  fiscal
  2005.   The  following are  scheduled  future minimum  lease  payments  and
  sublease rental income at June 30, 2002:

                                                     Operating Leases
                                               -----------------------------
                                               Minimum    Sublease
 Year ending                        Capital     lease      rental
   June 30,                         leases     payments    income    Totals
   --------                         -------     -------    -------   -------
    2003                           $ 31,098    $305,304   $ 39,238  $266,066
    2004                              3,924     184,373     39,238   145,135
    2005                                  -      78,374     16,349    62,025
                                    -------     -------    -------   -------
  Total minimum lease payments       35,022    $568,051   $ 94,825  $473,226
  Less amount representing                      =======    =======   =======
    interest                         (3,527)
                                    -------
  Present value of net minimum
    lease payments including
    current maturities of $30,002  $ 31,495
                                    =======

  Rental expense under  operating leases for the  years ended June 30,  2002,
  2001, and 2000 was $437,124, $616,327, and $530,701, respectively.

  Litigation

  In October 2000, the Trustee  in a bankruptcy filing subsequently filed  an
  adversary proceeding against the  Company alleging a preferential  transfer
  under the  bankruptcy  code.   Subsequent to  June  30, 2001,  the  Company
  agreed  to  settle  the  legal  action  for  a  payment  of  $50,000.   The
  settlement was approved by the court and was paid during fiscal 2002.

  On July  26,  1999, the  Company and  a vendor  agreed  to settle  a  legal
  action.  In return for  a prepayment of $750,000  and 31,250 shares of  its
  common stock whose market value at  closing date was $16.00 per share,  the
  Company received two years of television listing services from the  vendor.
  The agreement required  an additional annual fee  of $70,000 and a  nominal
  fee  per  customer.  As of  June 30, 2002,  all fees  associated  with  the
  agreement have been fully paid.

  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, 2002.


 NOTE I - CONCENTRATIONS OF CREDIT RISK

  During 2002, 2001 and  2000, one customer represented  45%, 25% and 11%  of
  sales, respectively.  At June 30, 2002, two customers accounted for 84%  of
  trade accounts receivable.   At June 30,  2001, one customer accounted  for
  50% of  trade  accounts receivable  and at  June  30, 2000,  two  customers
  represented 56% of trade accounts receivable.

  Management  provides  an  allowance  for  doubtful accounts  which reflects
  its  estimate  of the uncollectible  receivables.  In  the  event  of  non-
  performance, the maximum exposure to the Company is the recorded amount  of
  the receivable at  the balance sheet date.   The Company's receivables  are
  generally not secured.


 NOTE J - STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK

  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.

  In December 1992, the Company issued 140,000 shares of Series A  redeemable
  preferred stock  (stated value  $1 per  share).   In fiscal  2000,  100,000
  shares were redeemed for cash,  and 10,000 shares were converted to  common
  stock, with  the remaining 30,000  outstanding at  June 30,  2002.   Shares
  accumulate dividends at  6%, or $1,800 per  year.  Cumulative dividends  in
  arrears  at  June   30,  2002  and   2001  totaled   $10,350  and   $8,550,
  respectively.

  In fiscal  1996,  the Company  issued 55  shares  of Series  H  convertible
  redeemable preferred stock  (stated value $25,000  per share).   52  shares
  were  converted into  common  stock  in fiscal  1997,  and  one  share  was
  converted in  fiscal 2000,  with the  remaining two  shares outstanding  at
  June 30, 2002.  Shares accumulate dividends  at 5%, or $2,500 per year  and
  are paid in May and  November of each year.   Shares are convertible  based
  on 80% of the five  day average closing bid  price of the Company's  common
  stock, with  minimum  and maximum  conversion limits  of  $12 and  $32  per
  share, respectively.  No  dividends in arrears exist  on Class H shares  at
  June 30, 2002 or 2001.

  In June 1999,  the  Company  issued  720  shares  of Series D-1 convertible
  redeemable  preferred stock (stated value $25,000 per  share).  The  shares
  accumulated dividends at 5%, or $900,000 per year and were convertible into
  common stock  at $32 per share.  In  fiscal  2002,  the  Company  exchanged
  these  shares for 240  shares  of Series  2002-G  preferred  stock  (stated
  valued $25,000  per  share).  The  new  series  of  preferred  stock has no
  provision for dividends and is convertible into 4,000,000 shares  of common
  stock  at $1.50  per  share.  All outstanding and unconverted shares of the
  new preferred stock as  of  June 30, 2004 shall be, at the holders' option,
  either  converted  into common  stock  or  redeemed by the Company based on
  the  market  price of  the Company's common stock.  Cumulative dividends in
  arrears  at June 30, 2001  totaled  $1,850,000.  In  conjunction  with  the
  exchange  of  shares,  all  accumulated  dividends  associated with the D-1
  preferred stock were released by mutual agreement.

  Additionally, all  outstanding  Series E and Series C  preferred  stock was
  converted during fiscal 2000.

  In  June 2002,  the  Company  issued 20  shares  of  Series  K  convertible
  redeemable preferred stock  (stated value $25,000 per  share).  The  shares
  have no provision for dividends  and are convertible into common shares  at
  $.80 per  share.   At  any  time, at  the  Company's sole  discretion,  the
  Company may redeem  all or part  of the outstanding  preferred shares at  a
  price per share of 120% of their face value.

  Dividends  of $2,119,  $3,750,  and $1,875  on  preferred stock  were  paid
  during the years ended June 30,  2002, 2001, and 2000, respectively.   Non-
  cash dividends  of $33,244 were  paid during the  year ended June 30,  2000
  through the issuance of common  stock.  Cumulative dividends in arrears  as
  of  June   30,  2002  and   2001  amounted  to   $10,350  and   $1,858,550,
  respectively.

  Common Stock

  Effective September 7, 2001, the  Board of Directors amended the par  value
  of the common  stock from $0.10 to  $0.80 per share  in conjunction with  a
  one  for  eight  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.

  The Company  grants non-compensatory  stock options  to key  employees  and
  directors at market  value at the date  of grant.   The options granted  to
  directors generally vest immediately, and the options granted to  employees
  generally vest over a 3-year period. During 2002 and 2001, options covering
  22,688 and  185,882 shares,  respectively,  vest over  3  years and  during
  1998, options covering 11,250 shares vest over 1.5 years.

  During  2001 and 2000,  options  issued  to  employees and  directors  with
  exercise  prices less than  market value  resulted in  compensation expense
  under  the  intrinsic value  method of $58,496 and  $661,414, respectively.
  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 2002, 2001
  and  2000 would have been increased as follows:

                                    2002          2001           2000
                                 ----------    ----------    -----------
    Net loss
      As reported               $(2,733,434)  $(6,622,458)  $(10,863,875)
      Pro forma                  (2,983,547)   (9,755,688)   (13,961,374)

    Loss per share
      As reported                     (0.80)        (2.22)         (4.56)
      Pro forma                       (0.88)        (2.88)         (5.76)

  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:

                                  2002           2001              2000
                               ----------     -----------      ----------
    Expected volatility           150%           150%              158%
    Risk-free interest rate   3.50% - 4.30%  4.33% - 5.75%         5.9%
    Expected lives              3 years      1 to 3 years   1.5 to 3.75 years
    Dividend yield                  -              -                -


  Additional information with respect to all options outstanding at June  30,
  2002, 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, 1999      5,888  $ 71.28   12,500   $14.64  10,938  $29.84    29,326

 Granted           201,653    18.88        -        - 102,500   14.08   304,153
 Exercised               -        -        -        -       -       -         -
 Forfeited            (250)  180.00        -        -       -       -      (250)
                   -------   ------   ------    ----- -------   -----   -------
 Outstanding at
 June 30, 2000     207,291    20.24   12,500    14.64 113,438   15.60   333,229

 Granted           275,679    14.80    6,250    14.48   9,026   16.48   290,955
 Forfeited         (28,040)   17.68        -        -  (6,563)  16.48   (34,603)
                   -------   ------   ------    ----- -------   -----   -------
 Outstanding at
 June 30, 2001     454,930    15.76   18,750    14.56 115,901   15.68   589,581

 Granted         2,162,857     0.83        -       -        -       - 2,162,857
 Forfeited        (540,820)    2.46        -       -  (11,147)  28.65  (551,967)
                   -------   ------   ------    ----- -------   -----   -------
 Outstanding at
 June 30, 2002   2,076,967  $  3.63   18,750   $14.56 104,754  $14.40 2,200,471
                 =========   ======   ======    ===== =======   ===== =========

                                                 Number      Weighted
                                               of shares     average
                                               underlying    exercise
                                                options       price
                                               ----------      -----
    Options exercisable at June 30, 2000         292,605      $16.88
                                               =========       =====
    Options exercisable at June 30, 2001         558,519      $15.60
                                               =========       =====
    Options exercisable at June 30, 2002       1,061,555      $ 7.91
                                               =========       =====

  For 2002, options  granted above market value  had a weighted average  fair
  value per share of $0.83.  For  2001, options granted above, equal to,  and
  below market value had a weighted  average fair value per share of  $11.20,
  $11.92 and  $16.08, respectively.  For  2000,  options  granted  above  and
  below market value had  a weighted average fair  value per share of  $12.64
  and $18.40, respectively.

  Information about stock options outstanding at June 30, 2002 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
  ----------------   ---------  -----     -------   -----------   --------

  $0.80              1,650,592   4.65    $  0.80      516,742     $  0.80
  $12.00 to $16.48     530,816   3.50      14.25      525,750       14.23
  $21.52 to $28.00      18,750   2.60      25.84       18,750       25.84
  $70.00                   313   0.42      70.00          313       70.00

  Common  stock  warrants  issued  and  outstanding  at  June  30,  2002  are
  summarized as follows:

                                                Weighted         Weighted
                                                 average         average
    Range of exercise price           Number  remaining life  exercise price
    ----------------------           -------  --------------  --------------
    $1.50 to $3.00                   307,500       6.99          $  1.54
    $6.72 to $16.00                  121,250       8.27            10.81
    $24.00 to $28.00                 136,594       0.63            24.37
    $32.00 to $48.00                 162,500       1.89            33.85

  All  outstanding warrants  are  exercisable  at June  30,  2002,  with  the
  exception of  150,000 warrants which  become exercisable  at various  dates
  through February 2005.

  During the year  ended June 30, 2002,  warrants to purchase 150,000  shares
  of the Company's  common stock were granted  in connection with  consulting
  services provided.   The warrants have an  exercise price of $1.50,  expire
  in February 2007,  and were  valued at $72,000  and recorded as  a  prepaid
  expense, net of  amortization  of $6,000  at June 30, 2002.   Additionally,
  warrants to  purchase 150,000  shares of  the  Company's common  stock were
  granted in connection with the issuance of long-term  debt.  These warrants
  have  an  exercise  price  of  $1.50 and  expire in  April 2005.  The value
  of the  warrants, $60,000,  is  included  as  a  discount  on the  debt net
  of accumulated amortization of $7,500.  Warrants to purchase 50,000  shares
  of the Company's common stock were granted for a finder's fee in connection
  with the sale  of the  Curtis  Mathes  trademark.   These  warrants have an
  exercise  price of  $32.00 per share,  with a  provision to  reprice at par
  value upon the satisfaction  of the  anti-dilution  provisions  of  certain
  preferred stock.  The value  of the  warrants, $68,500, was  recorded  as a
  reduction  in  the  gain  on  the  sale  of  trademark  in the accompanying
  statement of operations.

  During the year ended June 30, 2001, warrants to acquire 168,750 shares  of
  the Company's common stock (valued at $188,600) were granted in  connection
  with the  issuance  of long-term  debt.   The  value  of the  warrants  was
  included as  a discount  on the  debt net  of accumulated  amortization  of
  $12,500 at June 30, 2001.   In 2002, additional warrants to acquire  31,250
  shares (valued  at  $96,875) related  to this  debt  were issued,  and  the
  warrants  issued in  2001  were  repriced to  $.80  per  share  (valued  at
  $179,064).   The  warrants have  an  exercise  price of  $0.80  and  expire
  between December 2003 and July  2006.  In connection  with the sale of  the
  Curtis Mathes trademark  in September 2001,  this debt was  assumed by  the
  buyer of the trademark and these costs were accelerated and recorded as  an
  extraordinary loss on  extinguishment of debt.   Additionally, warrants  to
  purchase 12,500 and 2,500 shares of the Company's common stock were granted
  to a  customer  in connection  with  a  sale of  set-top  boxes  and  to  a
  consultant for  services  performed,  respectively.  The  warrants  have an
  exercise price of  $28.00,  expire in  October 2005,  and  were  valued  at
  $180,000 and charged to selling expense during the fourth quarter 2001.

  In connection with the acquisition of Softgen, the Company issued  warrants
  allowing  the holders  the  ability  to  purchase  117,500  shares  of  the
  Company's common stock  at a price  of $24.00 per  share, exercisable  from
  the date of acquisition, October 29, 1999, for a period of three years.

  During the  year  ended June  30,  2000,  the Company  issued  warrants  to
  acquire 45,344 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 $16.00 to $48.00  and
  expire between June 2003 and March 2005.

  During the year  ended June 30, 2000,  warrants to purchase 214,781  shares
  of the Company's  common stock were exercised  for proceeds of  $1,038,375.
  The warrants were issued in  previous years in connection with the  raising
  of capital for  the Company and  the exercise prices  ranged from $3.20  to
  $20.00 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:

                                         2002          2001          2000
                                      ----------    ----------    ----------
  Tax benefit at statutory rate      $  (929,368)  $(2,251,636)  $(3,693,718)
  Non-deductible expenses                  3,134        93,572       143,198
  Change in estimate for prior years           -             -       183,466
  Sale of trademark                     (610,842)            -             -
  Adjustment of net operating
    loss carryforwards                         -     2,164,423             -
  Change in valuation allowance        1,502,582        (6,359)    3,439,968
  Other                                   34,494             -       (72,914)
                                      ----------    ----------    ----------
                                     $         -   $         -   $         -
                                      ==========    ==========    ==========

  The components of the Company's deferred income taxes at June 30, 2002  and
  2001 are as follows:

                                                 2002          2001
                                              ----------   ----------
    Deferred tax assets
      Inventories                            $    13,600  $    19,112
      Accounts receivable                          4,637        4,637
      Fixed assets                                38,695            -
      Accrued liabilities                         16,900       33,900
      Deferred revenue                            12,250       83,312
      Net operating loss carryforwards        19,703,764   18,374,843
                                              ----------   ----------
                                              19,789,846   18,515,804
                                              ----------   ----------
    Deferred tax liabilities
      Fixed assets                                     -      (62,012)
      Software and product development costs     (86,402)    (236,901)
      Deferred costs                                   -      (16,029)
                                              ----------   ----------
                                                 (86,402)    (314,942)
      Net deferred tax asset                  19,703,444   18,200,862
      Valuation allowance                    (19,703,444) (18,200,862)
                                              ----------   ----------
                                             $         -  $         -
                                              ==========   ==========

  At June  30, 2002, the  Company has  net operating  loss carryforwards  for
  Federal income tax purposes of approximately $57,941,000 which may be  used
  to  offset future  taxable  income,  subject  to  certain  limitations  and
  provisions  of the  Internal  Revenue  Code, and  will  expire  in  various
  amounts in the years 2008 through 2022 if not utilized.


 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:

                                           2002          2001          2000
                                         --------      --------      --------
    Actuarial present value of
     benefit obligations
    --------------------------
    Accumulated benefit obligation      $ 637,444     $ 700,879     $ 781,466

    Projected benefit obligation          637,444       700,879       781,466
    Plan assets at fair value             666,675       609,637       657,772
                                         --------      --------      --------
    Excess projected benefit obligation   (29,231)       91,242       123,694
                                         --------      --------      --------
    Net pension (asset) liability       $ (29,231)    $  91,242     $ 123,694
                                         ========      ========      ========
    Net pension cost includes
     the following components
    -------------------------
    Interest on unfunded liability      $   6,387     $   8,660     $   9,432
    Actuarial (gain) loss                 (84,881)       (5,187)       10,437
                                         --------      --------      --------
    Net pension cost (benefits)         $ (78,494)    $   3,473     $  19,869
                                         ========      ========      ========

  The  weighted  average  assumed  discount  rate  used  in  determining  the
  actuarial present  value  of the  projected  benefit obligation  for  2002,
  2001, and  2000  was 7%.    The net  pension  asset is  included  in  other
  noncurrent assets in the consolidated balance sheet.


 NOTE M - NON-CASH INVESTING AND FINANCING ACTIVITIES

                                            2002         2001         2000
                                         ----------   ----------   ----------
 SUPPLEMENTAL SCHEDULE OF NON-CASH
 INVESTING AND FINANCING ACTIVITIES

  Issuance of common stock for
    purchase of assets                  $   129,500   $        -  $ 2,290,893
                                         ==========    =========   ==========
  Conversion of debt to common stock    $         -   $        -  $ 2,788,723
                                         ==========    =========   ==========
  Issuance of common stock warrants
    for expenses and services           $    72,000   $  212,619  $   682,500
                                         ==========    =========   ==========
  Stock compensation                              -   $   58,496  $   661,414
                                         ==========    =========   ==========
  Issuance of common stock
    for dividends                       $         -   $        -  $    33,244
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with sale of trademark              $    68,500   $        -  $         -
                                         ==========    =========   ==========
  Note receivable from sale
    of trademark                        $ 1,865,000   $        -  $         -
                                         ==========    =========   ==========
  Debt relieved upon sale of trademark  $ 2,000,000   $        -  $         -
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with long-term debt                 $   335,938   $  188,600  $         -
                                         ==========    =========   ==========


 NOTE N - 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 three  segments for  2002 and  2001 and  two segments  for
  2000:    Technology  product  sales,  technology  consulting  and   support
  services,  and  royalty  from  trademark  licensing  (new  in  2001).   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.

    Royalties
    ---------
    This segment consists of royalty income from licensing the Curtis  Mathes
    Trademark which was sold September 2001.

  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).


                                        2002           2001          2000
                                     ----------    -----------   -----------
 Net revenues
   Product sales                    $ 1,919,695   $  5,434,527  $  7,710,606
   Consulting and support services    3,399,463      2,765,958     1,435,099
   Royalties                             50,153      1,131,747             -
                                     ----------    -----------   -----------
                                    $ 5,369,311   $  9,332,232  $  9,145,705

 Operating loss
   Product sales                    $(1,504,892)  $ (2,924,871) $ (2,638,049)
   Consulting and support services   (1,497,418)    (1,937,387)   (1,154,461)
   Corporate                           (485,949)    (1,927,634)   (6,839,145)
                                     ----------    -----------   -----------
 Total operating loss                (3,488,259)    (6,789,892)  (10,631,655)
 Less interest expense                 (101,389)      (177,237)     (283,095)
 Other income (expenses)                159,411        344,671        50,875
 Gain on sale of trademark            1,103,046              -             -
                                     ----------    -----------   -----------
 Loss before extraordinary item      (2,327,191)    (6,622,458)  (10,863,875)

 Extraordinary item                    (406,243)             -             -
                                     ----------    -----------   -----------
   Net loss                         $(2,733,434)  $ (6,622,458) $(10,863,875)
                                     ==========    ===========   ===========
 Identifiable assets
   Computer products and service    $   213,030   $  3,783,772  $  8,023,184
   Corporate                          4,629,173      5,053,588     4,500,020
                                     ----------    -----------   -----------
                                    $ 4,842,203   $  8,837,360  $ 12,523,204
                                     ==========    ===========   ===========
 Depreciation, amortization
 and write-down
   Computer products and service    $   421,136   $    306,213  $  2,230,321
   Corporate                          1,171,913      1,609,965     1,216,817
                                     ----------    -----------   -----------
                                    $ 1,593,049   $  1,916,178  $  3,447,138
                                     ==========    ===========   ===========
 Capital expenditures
   Computer products and service   $     11,606   $    148,948  $    487,378
   Corporate                                  -         28,286         8,000
                                     ----------    -----------   -----------
                                    $    11,606   $    177,234  $    495,378
                                     ==========    ===========   ===========

  International revenues for the years ended June 30, 2002, 2001 and 2000
  totaled $2,396,981, $2,589,784, and $1,255,234, respectively.

<PAGE>

              uniView Technologies Corporation and Subsidiaries

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

               For the years ended June 30, 2002, 2001 and 2000


                        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, 2000
  Allowance for
    doubtful accounts   $  76,510    $      -    $     -  $  (70,636)  $  5,874

 Year ended June 30, 2001
  Allowance for
    doubtful accounts       5,874      18,780          -     (11,017)    13,637

 Year ended June 30, 2002
  Allowance for
    doubtful accounts      13,637           -          -           -     13,637


<PAGE>

                       UNIVIEW TECHNOLOGIES CORPORATION
                               and Subsidiaries

                                EXHIBIT INDEX
 Exhibit                                                           Sequential
 Number                   Description of Exhibits                 Page Number
 ----------------------------------------------------------------------------
 3(i)      Articles of Incorporation of the Company, as amended (filed
           as Exhibit "3(i)" to the March 26, 2002 amendment to the
           Company's Quarterly Report on Form 10-Q/A for the fiscal
           quarter ended December 31, 2001 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-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, 1999 and
           incorporated herein by reference.)                             N/A

 4.6       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

 4.7       Series 2002-G Preferred Stock terms and conditions (filed as
           Exhibit "4.1" to the Company's Current Report on Form 8-K
           dated as of March 5, 2002 and incorporated herein by
           reference.)                                                    N/A

 4.8       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

 4.9       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

 4.10      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

 4.11      Form of warrant issued in connection with private placement
           to Founders Partners VI, LLC (filed as Exhibit "4.5" to the
           Company's Registration Statement on Form S-3 filed with the
           Commission on October 10, 2000 and incorporated herein by
           reference.)                                                    N/A

 4.12      Form of warrant issued to Sagemark Capital, L.P. in
           connection with a loan to the Company (filed as Exhibit
           "4.11" to the Company's Quarterly Report on Form 10-Q for
           the fiscal quarter ended December 31, 2000 and incorporated
           herein by reference.)                                          N/A

 4.13      Form of warrant issued to Highland Holdings for a finder's
           fee in connection with the Sagemark loan to the Company
           (filed as Exhibit "4.12" to the Company's Quarterly Report
           on Form 10-Q/A for the fiscal quarter ended September 30,
           2001 and incorporated herein by reference.)                    N/A

 4.14      Form of warrant issued to Massive Capital, LLC for a
           finder's fee in connection with the sale of the Curtis
           Mathes trademark (filed as Exhibit "4.13" to the Company's
           Quarterly Report on Form 10-Q/A for the fiscal quarter ended
           September 30, 2001 and incorporated herein by reference.)      N/A

 4.15      Securities Purchase Agreement dated March 5, 2002 between
           registrant and Brown Simpson Partners I, Ltd. relating to
           the redemption of registrant's Series 1999-D1 Convertible
           Preferred Stock with Series 2002-G Convertible Preferred
           Stock (filed as Exhibit "99.2" to the Company's Current
           Report on Form 8-K dated as of March 5, 2002 and
           incorporated herein by reference.)                             N/A

 4.16      Registration Rights Agreement dated March 5, 2002 between
           registrant and Brown Simpson Partners I, Ltd. relating to
           the registration of the shares of common stock underlying
           registrant's Series 2002-G Convertible Preferred Stock
           (filed as Exhibit "99.3" to the Company's Current Report on
           Form 8-K dated as of March 5, 2002 and incorporated herein
           by reference.)                                                 N/A

 4.17      Settlement and Mutual Release Agreement dated March 5, 2002
           between registrant and Brown Simpson Partners I, Ltd.
           relating to the redemption of registrant's Series 1999-D1
           Convertible Preferred Stock with Series 2002-G Convertible
           Preferred Stock (filed as Exhibit "99.4" to the Company's
           Current Report on Form 8-K dated as of March 5, 2002 and
           incorporated herein by reference.)                             N/A

 4.18 *    Form of warrant issued to Setfield Limited for services
           rendered.                                                       68

 4.19 *    Form of warrant issued to Gemini Growth Fund, L.P. in
           connection with a loan to the Company.                          73

 4.20 *    Series 2002-K Preferred Stock terms and conditions.             84

 10.1.1    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
           (filed as Exhibit "10.2" to the Company's Annual Report
           on Form 10-K for the fiscal year ended June 30, 2000 and
           incorporated herein by reference.)                             N/A

 10.1.2    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 (filed as Exhibit "10.2.1" to the Company's
           Annual Report on Form 10-K for the fiscal year ended June
           30, 2000 and incorporated herein by reference.)                N/A

 10.1.3    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 (filed as Exhibit "10.2.2" to the Company's
           Annual Report on Form 10-K for the fiscal year ended June
           30, 2000 and incorporated herein by reference.)                N/A

 10.2 **   Employment Contract with Mr. Hurst, dated as of February 14,
           2001 (filed as Exhibit "10.4" to the March 26, 2002
           amendment to the Company's Annual Report on Form 10-K/A for
           the fiscal year ended June 30, 2001 and incorporated herein
           by reference.)                                                 N/A

 10.3 **   Employment Contract with Ms. Leland, dated as of February
           14, 2001 (filed as Exhibit "10.5" to the March 26, 2002
           amendment to the Company's Annual Report on Form 10-K/A for
           the fiscal year ended June 30, 2001 and incorporated herein
           by reference.)                                                 N/A

 10.4      Trademark License Agreement between the Company and Avmark,
           Inc. relating to the Curtis Mathes trademark, dated July 1,
           2000 (filed as Exhibit "10.8" to the March 26, 2002
           amendment to the Company's Annual Report on Form 10-K/A for
           the fiscal year ended June 30, 2001 and incorporated herein
           by reference.)                                                 N/A

 10.5      Agreement for Purchase and Assignment of Trademarks between
           the Company and CM Royalties, LLC, dated September 6, 2001
           (filed as Exhibit "2" to the Company's Current Report on
           Form 8-K dated September 6, 2001 and incorporated herein by
           reference.)                                                    N/A

 10.6      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 (filed as Exhibit "10.9" to the March 26,
           2002 amendment to the Company's Annual Report on Form 10-K/A
           for the fiscal year ended June 30, 2001 and incorporated
           herein by reference.)                                          N/A

 10.7      Amendment to Global Purchase Agreement with HSBC Holdings
           plc relating to source code license, dated December 20, 2001
           (filed as Exhibit "10.1" to the March 26, 2002 amendment to
           the Company's Quarterly Report on Form 10-Q for the fiscal
           quarter ended December 31, 2001 and incorporated herein by
           reference.)                                                    N/A

 10.8 *    International Distributor Agreement between subsidiary
           uniView Softgen Corporation and Korea Computer, Inc., dated
           October 1, 2001.                                                88

 10.9 *    Business Alliance Agreement between subsidiary uniView
           Technologies Products Group, Inc. and Metrophone
           Telecommunications, Inc., dated January 15, 2002.              102

 10.10 *   Supply Agreement between subsidiary uniView Asia Limited
           (formerly China Action Management Limited) and Information
           Technology Company Limited, dated as of July 17, 2002.         110

 21 *      Subsidiaries of the Company.                                   116

 23 *      Consent of Independent Certified Public Accountants.           117
 _______________
 *  Filed herewith.

 **  Management contract or compensation plan or arrangement required
 to be filed as a exhibit pursuant to Item 14(c).