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, 2001

                      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 10, 2001, the aggregate  market value of the voting  stock
 held  by   non-affiliates  of   the   Registrant  (3,324,159   shares)   was
 approximately $3,423,884 based  upon the closing  sale price  of the  Common
 Stock as reported by the Nasdaq Stock Market ($1.03).

      On September 10, 2001, there were 3,398,977 shares of Registrant's
 common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE:  Exhibits shown on Exhibit Index.

<PAGE>

                                GENERAL INDEX


                                                            Page Number

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

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

 ITEM 3.   LEGAL PROCEEDINGS...................................  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.............................. 7

 ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.................. 8

 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK......................................... 15

 ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
           Index to Consolidated Financial Statements.......... 16

 ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE................. 16

 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.. 16

 ITEM 11.  EXECUTIVE COMPENSATION.............................. 18

 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT.......................................... 23

 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...... 24

 ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
           ON FORM 8-K......................................... 24

 SIGNATURES.................................................... 26

 EXHIBIT INDEX................................................. 52

<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 products
 deliver the  highest  quality  video,  audio  and  gaming  features  through
 broadband networks.    In addition,  we  provide companies  with  enterprise
 customer  service  solutions  through  CIMphony[TM],  a  suite  of  computer
 telephony integration (CTI) software products and  services.  We market  our
 products and services to hospitality, utility, banking and telecommunication
 companies.

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

      In November 1993, we acquired Curtis Mathes Corporation (CMC), maker of
 consumer  electronics   products   relating   specifically   to   the   home
 entertainment  industry.

      In 1995 we began development of our digital media technology,  designed
 to enhance the capabilities of television.  We introduced our first set  top
 box in 1996.

      In 1998 we began offering engineering  services in connection with  our
 revolutionary set  top  box  and, today,  we  use  convergence  devices  and
 integration  expertise  to  design  custom  broadband  networks  for clients
 in  multi-level  marketing,  hospitality,  medical   facilities,  utilities,
 banking, and  telecommunications.  Network  America is  also  a full-service
 infrastructure provider  of  design  and  cabling  services  for  high-speed
 voice/data networks  in  multiple environments.   In  addition  to  complete
 network system design and  integration, we also  engage in product  research
 and development.

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

      (b)  Financial Information About Industry Segments

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

      (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 a consumer with 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  digital
 media reference designs, our  digital media devices  allow our customers  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; incorporates view/play  of
 published media; and incorporates VOD (Video on Demand) Stream.

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

 Patents, Trademarks and Licenses

      We own or hold rights to  all patents, trademarks and licenses that  we
 consider to be  necessary in the  conduct of our  business including,  among
 others, the registered "uniView" trademark, which is due for renewal in July
 2003; the  registered "Curtis  Mathes"  name and  logo,  which was  sold  in
 September 2001;  the  registered "Electric  Globe"  logo which  is  due  for
 renewal in  September 2008;  the  registered "uniView  Xpressway"  trademark
 which is due for renewal in  May 2009; and the registered uniView  Xpressway
 "X" Design which is due for renewal in September 2008.

 Manufacturing

      We do  not  own  manufacturing  facilities,  but  rather  contract  all
 manufacturing to third parties, primarily located  in Asia.  Although  large
 volume manufacturing is generally the responsibility of our customers, we do
 contract manufacturing  on a  direct basis  for smaller  quantities and  for
 initial deployments.   Our 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 2001, one customer accounted for approximately 24.9% of consolidated
 revenues.  Additionally 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.   Additionally at  fiscal
 2000 year  end,  one  customer accounted  for  36.4%  and  another  customer
 accounted for 19.3% of trade accounts receivable.

 Competition

      The  industry  in  which  we  operate  is  intensely  and  increasingly
 competitive and  includes  a  large number  of  technology  development  and
 consulting companies and manufacturers of consumer electronics products.   A
 number of  companies  have  announced development  of,  or  have  introduced
 digital media convergence 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.

 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, 2001,  we employed  67 persons.   We  believe that  our
 employee relations are good.

 Warranty

      CMC's warranty obligations  for consumer electronics  products sold  by
 the subsidiary  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        Leased         16,617
      Dallas, TX     Storage facility              Leased          5,120
      Tulsa, OK      Network America, Inc. office  Leased          7,500

      At June  30,  2001 we  operated  from  the foregoing  locations.    Our
 locations are  deemed to  be suitable  for  all of  our operations  and  are
 reasonably well utilized.


 ITEM 3.   LEGAL PROCEEDINGS

      In June 1998, we  acquired 100 percent  ownership of Video  Management,
 Inc. ("VMI"), which owns 100 percent of Network America, Inc. ("NWA").   VMI
 had previously acquired NWA from DataTell Solutions, Inc. ("DataTell") as  a
 result of an agreement to accept collateral in satisfaction of a debt  owing
 by DataTell to VMI.  The stock of NWA had been pledged to VMI by DataTell as
 collateral in  a  series of  note  agreements with  VMI.   In  May  1998  an
 involuntary petition  in bankruptcy  was filed  against DataTell  under  the
 United States Bankruptcy Code.

      On October 6,  2000 the  Trustee in  the DataTell  bankruptcy filed  an
 adversary proceeding against the Company and VMI alleging a preferential  or
 a fraudulent transfer under  the bankruptcy code  relating to the  foregoing
 transactions, alleging  damages  of approximately  $1.7  million.   We  have
 entered into a  settlement of  all matters  in controversy  relating to  our
 involvement in the  action for a  payment of $50,000  to the  Trustee.   The
 settlement must be  approved by the  Court and is  currently on the  Court's
 schedule  for  review.  The action  is currently  pending and,  after  Court
 approval of the settlement, will remain pending against other parties in the
 United States  Bankruptcy Court,  Northern  District of  Texas,  Dallas/Fort
 Worth/Wichita Falls Divisions  under Case No.  398-34353-RCM-7 (Chapter  7),
 Adversary No.  00-3512, styled  In Re:   DataTell  Solutions, Inc.,  Debtor;
 Jeffrey Mims, Chapter 7 Trustee of  the Estate of DataTell Solutions,  Inc.,
 Plaintiff, vs.  uniView Technologies  Corporation, Video  Management,  Inc.,
 Alscomm, Inc. and Albert B. Greco, Jr., Defendants.

      We are  routinely a  party to  ordinary  litigation incidental  to  our
 business, as  well as  to  other litigation  of  a nonmaterial  nature,  the
 outcome of which we do not expect, individually or in the aggregate, to have
 a  material  adverse  effect  on  our  financial  condition  or  results  of
 operations in excess  of the amount  accrued for such  purposes at June  30,
 2001.


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

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


                                   PART II

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

 Market Information

      Our Common Stock,  $.80 par value  (the "Common Stock")  trades on  the
 Nasdaq SmallCap MarketSM under the symbol "UVEW."  "The Nasdaq Stock Market"
 or "Nasdaq" is a highly-regulated electronic securities market comprised  of
 competing Market  Makers  whose trading  is  supported by  a  communications
 network linking them to quotation dissemination, trade reporting, and  order
 execution  systems.    This  market  also  provides  specialized  automation
 services for screen-based negotiations of transactions, online comparison of
 transactions, and a range of informational services tailored to the needs of
 the securities industry, investors and issuers.  The Nasdaq Stock Market  is
 operated by The Nasdaq Stock Market, Inc., a wholly-owned subsidiary of  the
 National Association of Securities Dealers, Inc.  The quarterly high and low
 trade price information for  our Common Stock for  each quarter in the  last
 two fiscal years are presented below.

      Quarter Ending Date              High Trade          Low Trade
      -------------------              ----------          ---------
      Fiscal 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

      Fiscal 2000
      -----------
      June 30, 2000                      $40.00              $13.04
      March 31, 2000                     $54.48              $27.76
      December 31, 1999                  $62.00              $10.48
      September 30, 1999                 $22.00              $ 9.52


      As of  September  10,  2001  there  were  approximately  11,500  record
 shareholders and individual participants in security position listings.   As
 of the same date there were 3,398,977 common shares outstanding.

 Recent Sales of Unregistered Securities

      There were  no sales  of equity  securities  during the  fourth  fiscal
 quarter that were not registered under the Securities Act of 1933.
<PAGE>


 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,
                             -------------------------------------------------------------
                             2001           2000          1999          1998          1997
                             ----           ----          ----          ----          ----
 <S>                      <C>          <C>            <C>           <C>           <C>
 Consolidated Statement
 of Operations Data
 ------------------
 Revenues                 $9,332,232   $  9,145,705   $11,486,058   $ 2,487,213   $ 2,503,512
 Net Loss                 (6,622,458)   (10,863,875)   (6,297,353)  (17,418,141)   (7,509,040)
 Loss per Common Share(1)      (2.22)         (4.56)        (4.16)       (26.96)       (18.64)

 Loss from
   Continuing Operations  (6,622,458)   (10,863,875)   (6,297,353)  (17,418,141)   (8,298,466)

 Loss from
   Continuing Operations
   per Common Share(1) (2)     (2.22)         (4.56)        (4.16)       (26.96)       (20.56)

 Consolidated Balance
   Sheet Data
 --------------------
 Total Assets              8,837,360     12,523,204    14,080,768    17,728,662    15,474,753
 Long Term Debt            1,388,126        595,324     3,823,210     3,835,315       525,837
 Stockholders' Equity      5,103,806      9,270,299     8,336,978     7,300,231    12,300,635


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

 (2)  We have  never  paid  cash  dividends  on  common  shares  and  do  not
      anticipate doing so in the foreseeable future.

</TABLE>
<PAGE>

 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.

                                   Overview

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

                            Results of Operations

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

 Revenues

      Total revenues  for fiscal  year 2001  increased to  $9.33 million,  as
 compared to  $9.15 million  in 2000.    Revenues for  fiscal year  2001  are
 primarily comprised of revenues  from the sale of  CTI products and  support
 services, as  well  as  revenues  from  infrastructure  design  and  cabling
 services for high-speed voice/data  networks.  We  expect revenues from  our
 digital media technology to increase dramatically in the coming fiscal  year
 as we work through the testing phases of negotiated contracts and move  into
 production.

      Total sales for fiscal  year 2000 declined 20.4%  to $9.15 million,  as
 compared to $11.49 million in 1999.  The $2.34 million decline is  primarily
 attributable to reduced revenue at Network America as the result of  closing
 an unprofitable office in May 1999.   That former office had no activity  in
 fiscal  year  2000 and  contributed $2.39 million to  total revenue in 1999.
 Moreover, a subsidiary sold in October 1998, CompuNet Support Systems, Inc.,
 had contributed $1.25 million to revenue  in fiscal 1999 and no revenues  in
 2000.   The  decline in  revenue  from  these two  operations  was  somewhat
 mitigated by revenues of approximately $1.51 million contributed by  uniView
 Softgen, a new subsidiary of the Company that was acquired in November 1999.
 Revenues for  fiscal year  2000 were primarily  comprised of network  system
 design and integration services  and the new revenues  from the sale of  CTI
 products and support  services provided  by uniView  Softgen.   Most of  the
 sales for 1999 can  be attributed to network  system design and  integration
 services provided through our subsidiary, Network America, Inc. ("NWA").

 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  the
 previous year.  The increase as a percentage of revenue can be attributed to
 the Company  continuing  to  focus resources  on  opportunities  at  uniView
 Softgen and Network America that yield better margins.

      Gross margin increased 51.4 % to $2.68 million in fiscal year 2000,  as
 compared to $1.77 million in 1999.  As a percentage of total revenue,  gross
 margin  increased to  29.3% in fiscal year  2000, compared to 15.4% in 1999.
 The increase as  a percentage  of revenue is  primarily a  result of  higher
 gross margins  associated  with  uniView  Softgen's  software  products  and
 support services.

 Inventory Write-Down and Software Development Costs

      During fiscal year 2000, inventories of  early versions of our set  top
 box were  written off  totaling approximately  $91,000.   These  units  were
 developed for specific applications and were not as versatile and innovative
 as the market  now demands.   Even  though the  units were  written off,  we
 continued to  market  the boxes  to  niche  markets and  applications.    No
 inventories were  written down  in 2001  or 1999.   The  write-down was  the
 result of a change  in the marketing  strategy of our  set top boxes,  which
 were initially offered on a retail basis in the consumer electronics market.
 However,  because of slow consumer acceptance  of this product category,  we
 realized that set top box sales alone  would not produce the kind of  return
 on investment that we hope to  achieve for our shareholders.  We  redirected
 our focus and  determined not  to sell  uniView set  top boxes  on a  retail
 basis, but rather to bundle the product, together with our connectivity  and
 other computer-related  services,  and market  the  resulting package  in  a
 commercially based market.

      Software  development  costs   of  $329,000,   $201,000  and   $414,000
 capitalized  in  fiscal  years  2001,  2000  and  1999,  respectively,   are
 attributable to  continued  improvements  and enhancements  to  the  various
 models of  our  set top  box.   Efforts  to  improve the  Company's  product
 offerings by expanding capability and  functionality are driven by  customer
 and market demands in conjunction with  ever improving technologies.   These
 efforts are expected to be ongoing as the Company strives to provide leading
 edge technologies in a very dynamic market environment.

 Operating Expenses

      Total operating expenses for fiscal  year 2001 decreased  $2.17 million
 to approximately $11.14  million, compared to  approximately $13.31  million
 for the same period last year.  Significant components of operating expenses
 for the  fiscal  years  ended  June  30, 2001  and  2000  consisted  of  the
 following:

                                                   Year ended June 30,
                                            -------------------------------
                                                2001                2000
                                            -----------         -----------
 Compensation                              $  4,972,693        $  4,984,023
 Facilities                                     729,766             761,848
 Depreciation                                   583,229           1,313,240
 Online service expense                         853,053             878,754
 Amortization of software development
   costs, trademark, and goodwill             1,332,948           1,133,896
 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
                                            ===========         ===========


      The decrease in fiscal year 2001, compared to the same period in  2000,
 is primarily  due to  reduction in  depreciation and  amortization  totaling
 $531,000; reduction  in  options expense  of  $603,000; reduction  in  other
 expenses of  $669,000;  reduction  in facilities  expense  of  $32,000;  and
 reduction in legal expenses of $299,000.

      Total operating expenses for fiscal  year 2000 increased $3.66  million
 to slightly over $13.31 million, compared to approximately $9.68 million for
 1999.  The overall increase in fiscal year 2000, compared to the same period
 in 1999,  was  primarily caused  by  operating expenses  of  newly  acquired
 operations of uniView Softgen and Zirca Corporation, legal fees incurred  by
 the Company for defense in various pending litigation matters, stock  option
 expense relating to  options granted to  employees at prices  less than  the
 full market price at date of grant, and online service expense for an online
 television directory service offered  to set top box  users as well as  line
 charges.   The  online  service  expense credit  in  1999  resulted  from  a
 settlement with  service providers  for reduced  charges incurred  in  prior
 years.

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

 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.  The  decrease
 is due to an overall reduction  in debt and decreased borrowings  throughout
 the year under the Company's line of credit arrangement.

      Corporate interest expense  decreased to $193,000  in fiscal 2000  from
 $319,000 in fiscal 1999.  Products and services interest expense for  fiscal
 2000 was $90,000  as compared  to $153,000  in 1999.   This  decrease was  a
 result of fewer borrowings to fund operations.
<PAGE>

 Unaudited Financial Data

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

                                       Fiscal 2001 Quarter Ended                                Fiscal 2000 Quarter Ended
                        ---------------------------------------------------    ---------------------------------------------------
                           Sept. 30,     Dec. 31,     March 31,     June 30,     Sept. 30,     Dec. 31,     March 31,     June 30,
                             2000          2000         2001          2001         1999          1999         2000          2000
                             ----          ----         ----          ----         ----          ----         ----          ----
<S>                      <C>           <C>          <C>           <C>          <C>           <C>          <C>          <C>
Net Sales                $  2,580,737  $  3,108,472 $  1,884,654  $  1,758,369 $  2,745,055  $  2,196,193 $  1,885,894 $  2,318,563
Gross Margin             $  1,028,529  $  1,278,972 $  1,102,452  $    942,125 $    617,943  $    627,307 $    552,897 $    883,228
% of net sales                  39.9%         41.1%        58.5%         53.6%        22.5%         28.5%        29.3%        38.1%
Operating loss           $(1,656,118)  $(1,610,942) $(1,641,718)  $(1,881,114) $(2,549,929)  $(2,814,130) $(2,301,159) $(2,966,437)
% of net sales                (64.2)%       (51.8)%      (87.1)%      (107.0)%      (92.8)%      (128.1)%     (122.0)%     (127.9)%
Net loss                 $(1,675,216)  $(1,631,370) $(1,665,682)  $(1,660,190) $(2,635,954)  $(2,894,015) $(2,396,118) $(2,937,788)
% of net sales                (64.9)%       (52.5)%      (87.9)%       (94.4)%      (96.0)%      (131.7)%     (127.1)%     (126.7)%

Net loss attributable to
  common shareholders    $(1,901,291)  $(1,857,445) $(1,881,757)  $(1,883,766) $(2,660,557)  $(3,120,996) $(2,622,193) $(3,361,929)
% of net sales                (73.7)%       (59.8)%      (99.8)%      (107.1)%      (96.9)%      (142.1)%     (139.0)%     (145.0)%

Net loss per share -
   basic and diluted     $     (0.57)  $     (0.55) $     (0.55)  $     (0.55) $     (1.31)  $     (1.27) $     (0.99) $     (1.06)

</TABLE>

                       Liquidity and Capital Resources

 Cash Flows From Operations

      Cash used in  operations for the  fiscal year ended  June 30, 2001  was
 $3.47 million compared to $6.70 million  in 2000.  Major components of  cash
 flows from operations in fiscal year 2001 were a net loss from operations of
 $6.62 million and a  reduction in deferred revenues  of $719,000, offset  by
 depreciation and  amortization  of  $1.92 million,  accounts  receivable  of
 $529,000, prepaid  expenses of  $730,000 and  accounts payable  and  accrued
 liabilities of $313,000.

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

      Cash used in  operations for the  fiscal year ended  June 30, 1999  was
 $5.23 million.   Major components of  cash flows from  operations in  fiscal
 1999 included: $3.12 million for  depreciation and amortization; a  decrease
 of $791,000 in accounts payable and  accrued liabilities; $1.66 million  for
 recognition of gain  on sale  of subsidiaries; and  the effects  of a  $6.30
 million loss from operations.

 Cash Flows From Investing Activities

      During fiscal  year  2001,  we purchased  property  and  equipment  for
 $177,000 as compared to $495,000 during fiscal 2000.  Additional development
 costs of $329,000 were capitalized as expenditures relating to  improvements
 in our set top box and received approximately $68,000 in cash from the  sale
 of assets.

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

      During fiscal  year  1999,  we purchased  property  and  equipment  for
 $126,000.  We paid $414,000 in cash for improvements to the uniView set  top
 box product line  in fiscal 1999.   We collected  another $201,000 on  notes
 receivable and received $250,000 from the sale of land in fiscal 1999.

 Cash Flows From Financing Activities

      Cash flow  from financing  activities  generated $3.07  million  during
 fiscal year  2001;  major  components  include  $2.00  million  from  equity
 transactions  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  equity
 transactions and  $1.0  million  from  the  exercise  of  stock  warrants.
 Additionally, net repayment of the bank line of credit totaled slightly more
 than $389,000 for the year.

      We generated net cash from financing activities of $7.45 million during
 the fiscal year ended June 30, 1999.  Significant components included  $6.11
 million received from preferred and common stock; $2.2 million received  for
 convertible debentures and other borrowings; and $500,000 used for  payments
 on long term debt.

                                Other Matters

 Subsequent Events

      In July 2001, we borrowed an additional $500,000 from Sagemark Capital,
 L.P. ("Sagemark"), bringing the total outstanding to $2 million.

      In September 2001, we sold the Curtis Mathes[R] brand to an  investment
 group for $4.5 million, consisting of  $635,000 in cash and $1,865,000 in  a
 note receivable,  payable at  various times  and amounts  through  September
 2002.  The sale also allowed us to obtain  a release of our secured debt  of
 $2  million  with Sagemark  and provide  additional operating  capital.  The
 value of the sale was based on an estimated four years of projected  royalty
 stream from the Curtis Mathes brand.

      Also in September 2001, the 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.   With  the
 completion of the reverse stock split, we will have approximately  3,398,977
 common shares outstanding.  All share data give effect to the reverse  split
 applied retroactively as if it occurred on July 1, 1998.

 Cash Flow

      During the fiscal years ended June 30,  2001, 2000 and 1999 we did  not
 achieve a  positive cash  flow from  operations.   Accordingly, we  rely  on
 available borrowing arrangements and continued sale of our common stock  and
 preferred  stock  to  fund  operations  until  a  positive  cash  flow  from
 operations can  be achieved.  We expect to achieve  a positive cash flow  in
 the coming fiscal year; however, if we are unable to achieve a positive cash
 flow  from operations,  additional financing or placements will be required.
 We continually  evaluate  opportunities  with  various  investors  to  raise
 additional capital, without  which, our  growth and  profitability could  be
 restricted.  Although  we believe  that sufficient  financing resources  are
 available, there can be no assurance that such resources will continue to be
 available to us or that they will be available upon favorable terms.

 Factors That May Affect Future Results

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

 Outlook:  Issues and Uncertainties

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

 Rapid Technological Change

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

 Long-term Research and Development Investment Cycle

      Software requires an investment in its development that often  involves
 a long payback  cycle.   We have  made significant  investments in  software
 research and development in the past, which may not be recouped in the  near
 future.  We continually strive to  refine and improve our technology and  we
 expect spending for research and development  in fiscal year 2002 to  remain
 commensurate with previous levels.

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

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

 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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


 ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

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

<PAGE>

                                   PART III

 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


                            The Board of Directors

      The following sets forth, with respect  to each member of our Board  of
 Directors as of  June 30, 2001,  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, 52, 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, 60, has been a director since September 1992.   Since
 1980, he has been  the Registered Principal and  Branch Manager for a  major
 securities firm in  Albany, New York.   He is  also a Financial  Consultant,
 having presented  numerous  financial  seminars over  the  years  throughout
 eastern New York and western New  England.  He is  also a co-founder of  the
 Coronado Group,  through which  he has  in  the past  provided  professional
 services to the financial  community, such as the  analysis of economic  and
 market conditions,  review  of  financial products,  exchange  of  marketing
 ideas, and  continuing evaluation  and  recommendation of  asset  allocation
 models.  Mr. Warren received his undergraduate degree from Williams  College
 and holds a Master of Arts degree from Harvard University.

      Billy J. Robinson, 53, 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,  69, has  been a director  since February  1995.   He
 enjoyed  a  career  of  34  years  with  Radio  Shack,  holding  every   key
 merchandising and  marketing position,  culminating  with his  promotion  to
 president in 1984.  In 1992 he was  promoted to Chairman of Radio Shack  and
 Senior Vice President of Tandy Corporation.  Since July 1993, Mr. Appel  has
 operated the private consulting firm of Appel Associates.

      George C.  Platt, 61,  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-Brite, Inc., a  provider of  call
 automation systems, and ViewCast.com, Inc.

                              Executive Officers

      The following sets forth,  with respect to  each executive officer  not
 heretofore named,  as  of June  30,  2001, his  or  her name,  age,  present
 position and offices  held, period of  service in such  capacity, and  other
 business experience.

      Leslie Leland, 39,  is President  of the  Company and  a co-founder  of
 Softgen International, the assets of which  were acquired by the Company  in
 October 1999.    She  managed  the  development  of  this  business  from  a
 consulting and  services firm  to its  current  status as  an  international
 player  in  an  emerging call center  component of the  technology industry.
 Since beginning  the business  eight years  ago  with her  husband,  Cameron
 Hurst, Ms. Leland  has been  the driving  force behind  the introduction  of
 Softgen's flagship CIMphony[TM]  products into countries  around the  world,
 including foreign and domestic  Fortune 500 businesses.   Prior to  founding
 Softgen International, Ms.  Leland managed  the configuration,  installation
 and network connection  of more than  150 computer labs  in a joint  venture
 with IBM, at The Future Now in Dallas.   Earlier in her career, she  managed
 the education division at MicroAge Computer in Dallas, a joint-venture  with
 IBM, where she managed the installations  of IBM computer labs for the  K-12
 and higher education  markets.   She began her  career with  the U.S.  China
 People's Friendship Association in  Washington, D.C. as executive  director,
 providing leadership  and direction for  a national non-profit organization.
 Ms. Leland  was selected  as the  Rotary International  Graduate Scholar  to
 Taiwan and received the Northwest Florida Scholar-Athlete of the Year Award.
 Ms. Leland holds  a bachelor's degree in international affairs and political
 science from Florida State University and  an MBA in international  business
 from Marymount University in Arlington, VA.

      Cameron E. Hurst, 39, is Vice President and Chief Technology Officer of
 the Company and a co-founder of  Softgen International, the assets of  which
 were acquired by the Company in October 1999.   He also serves as the  Chief
 Technology Officer  for  the  Company's three  divisions,  uniView  Softgen,
 Products Group  and Network  America, and  directs and  manages all  network
 operations.  Before co-founding Softgen  International eight years ago  with
 Ms. Leland,  Mr.  Hurst  developed  and  implemented  call  center  software
 solutions for worldwide airline  companies and other  transportation-related
 industries while at American Airlines Decision  Technologies in Dallas.   He
 began his career at the 7th Communications Group at the Pentagon, managing a
 team of  communication  engineers in  designing,  installing and  testing  a
 10,000-node DOD-level secure  network for  the  U.S. Air Force headquarters.
 Mr. Hurst holds  a bachelor's degree  in applied science  from the U.S.  Air
 Force Academy in  Colorado Springs,  CO and  a master's  degree in  computer
 science from George Washington University.

     Compliance with Section 16(a) of the Securities Exchange Act of 1934

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

      Based solely upon a review of the copies of the forms filed pursuant to
 Section 16(a) furnished to us, or  written representations that no  year-end
 Form 5 filings were required for  transactions occurring during fiscal  year
 ended June 30, 2001, we believe that  during the fiscal year ended June  30,
 2001, all Section  16(a) filing  requirements applicable  to our  directors,
 executive officers and 10% Owners were complied with.
<PAGE>

 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, 2001.

<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            Jun. 30 Salary($) Bonus($) Compensation($)  Award(s)($)  Options/SARs(#)    ($)      ($)
----------          -------  --------  -------  --------------   ----------   --------------  -------  ------
<S>                 <C>      <C>       <C>      <C>              <C>          <C>             <C>      <C>

Patrick A. Custer      2001   210,000      -0-         (1)           -0-         141,250        -0-      -0-
  Chairman of the      2000   200,340      -0-         (1)           -0-         106,250        -0-      -0-
  Board and CEO        1999   184,728      -0-         (1)           -0-             -0-        -0-      -0-

Leslie Leland          2001   115,000      -0-         (1)           -0-             -0-        -0-      -0-
  President            2000        --       --          --            --              --         --       --
                       1999        --       --          --            --              --         --       --

Cameron Hurst          2001   146,250      -0-         (1)           -0-             -0-        -0-      -0-
  Vice President, CTO  2000        --       --          --            --              --         --       --
             1999        --        --       --          --            --              --         --

Billy J. Robinson      2001   150,000      -0-         (1)           -0-          37,500        -0-      -0-
  Vice President       2000   145,131      -0-         (1)           -0-          50,000        -0-      -0-
  and General Counsel  1999   135,722      -0-         (1)           -0-             -0-        -0-      -0-

 (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>
<PAGE>
<TABLE>

                              Option Grants Table

      The following  table  shows individual  grants  of stock  options  made
 during fiscal  year ended  June 30,  2001  to each  of the  named  executive
 officers.

                                                                                  Potential Realizable
                                                                                  Value at Assumed
                                                                                  Annual Rates of Stock
                                                                                  Price Appreciation
                   Individual Grants                                              for Option Term (2)
--------------------------------------------------------------------------------  ---------------------
(a)                (b)              (c)                    (d)               (e)    (f)      (g)
                   Number of
                   Securities       % of Total   Exercise  Market
Name               Underlying       Options      or Base   Price on
                   Options          Granted to   Price     the Date  Expiration
                   Granted(#)(1)    Employees    ($/Sh)    of Grant  Date         5% ($)   10% ($)
                   -------------    ----------   --------  --------  ----------   -------  ---------
<S>                <C>              <C>          <C>       <C>       <C>          <C>      <C>

Patrick A. Custer        141,250      52%        $14.48    $14.24    07/11/05     522,625  1,194,975

Billy J. Robinson         37,500      14%        $14.48    $14.24    07/11/05     138,750    317,250


 (1)  Options have a five-year life and vested immediately.

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

</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, 2001 by each of the named executive officers.


(a)                (b)             (c)          (d)                (e)

                                                Number of
                                                Securities         Value of
                                                Underlying         Unexercised
                                                Unexercised        In-the-Money
                                                Options/SARs at    Options/SARs 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          --           --      253,750 (E)        $   -0-   (E)

Billy J. Robinson          --           --       91,250 (E)        $   -0-   (E)

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

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


 (1)  On June 30, 2001 none of the options were considered "in-the-money," as
      the fair market value of the underlying securities on that date ($3.76)
      did not exceed the exercise price of the options.
</TABLE>

                          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 2001, we  additionally
 granted each of the three outside directors stock options to purchase  6,250
 shares  of  Common  Stock.  The  options  have  a  five  year  life,  vested
 immediately and are priced at the  average closing sale price of the  Common
 Stock, as reported  by NASDAQ,  for the  five (5)  trading days  immediately
 preceding  the date of grant.  The exercise price  of the options is  $14.48
 per share and the  market price of the  Common Stock on  the date of  grant,
 July 12, 2000, was $14.24 per share.

   Employment Contracts and Termination and Change-in-Control Arrangements

      As of July 1,  2000, we entered into  employment agreements with  named
 executive officers Patrick A.  Custer and Billy J.  Robinson for a  one-year
 term, ending on June  30, 2001.  As  of February 14,  2001, we entered  into
 employment agreements with named executive officers Cameron Hurst and Leslie
 Leland, ending on  June 30, 2002.   The terms  of the employment  agreements
 include an  agreed  annual  salary, employee  benefits,  nonstatutory  stock
 options, portions of which vest at certain times depending on attainment  of
 certain  performance  goals,  and   provisions  concerning  termination   of
 employment upon  sale or  change in  control.   For a  description of  these
 terms, reference is made  to the agreements filed  as exhibits to this  Form
 10-K.

         Compensation Committee Interlocks and Insider Participation

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

        Board of Directors Report on Executive Compensation

 Executive Compensation

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

 Chief Executive Officer

      For the year ended June 30, 2001, Mr. Custer received $222,000 for  his
 services  as  President  and  Chief  Executive  Officer.    The  factors  we
 considered in setting  his compensation include  Mr. Custer's leadership  in
 restructuring the  Company,  his contribution  to  our strategic  focus  and
 financial positioning, and included a consideration of his responsibilities,
 experience, and skills.

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

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

                              Performance Graph

      The following graph compares total  stockholder returns of the  Company
 ("uniView") since June  30, 1996  to two indices:   (1)  the "NASDAQ  Market
 Index ("NASDAQ");"  and  (2)  the  aggregate  price  performance  of  equity
 securities  of   companies   classified  under   North   American   Industry
 Classification System  (NAICS)  code  541512  for  Computer  Systems  Design
 Services ("MG Group").

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

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

                       [PERFORMANCE GRAPH APPEARS HERE]


             6/30/96    6/30/97   6/30/98   6/30/99    6/30/00    6/30/01
             -------    -------   -------   -------    -------    -------
 uniView      100.00     65.91     15.68     16.36       12.73      3.43

 MG Group     100.00     92.61    116.65     123.76     89.61      88.06

 NASDAQ       100.00    120.46    159.68     223.77     336.71    186.46


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


 ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information as of September  10,
 2001 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, 2001 (the date on which  this Form 10-K is due at  the
 Commission, the "Due Date"), has the  right to acquire through the  exercise
 of any  stock option  or  other right.    Unless otherwise  indicated,  each
 individual has sole voting and investment power (or shares such powers  with
 his spouse) with  respect to the  shares of Common  Stock set  forth in  the
 following  table.    The  information  is  based  upon  corporate   records,
 information furnished  by  each  shareholder, or  information  contained  in
 filings made with the Securities and Exchange Commission.


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

 Patrick A. Custer                        291,758(1)            7.98%
 17300 N. Dallas Pkwy., Suite 2050
 Dallas, Texas 75248

 Geneva Reinsurance Company, Ltd.         208,830(2)            6.14%
 P.O. Box 1561GY
 Zephyr House, Mary Street
 Grand Cayman, British West Indies

 Directors

 Patrick A. Custer                        291,758(1)            7.98%
 Billy J. Robinson                         93,487(3)            2.68%
 Edward M. Warren                          23,157(4)            0.68%
 Bernard S. Appel                          21,250(5)            0.62%
 George C. Platt                            6,750(6)            0.20%

 Executive Officers

 Patrick A. Custer                        291,758(1)            7.98%
 Billy J. Robinson                         93,487(3)            2.68%

 All Directors and Executive
      Officers as a Group                 526,074(7)           13.66%

 (1)  Includes 2,188 shares owned outright by Mr. Custer; 253,750 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 2,237 shares owned outright, and 91,250 shares issuable to Mr.
      Robinson upon exercise of vested nonstatutory Employee Stock Options.

 (4)  Includes 2,532 shares owned outright, and 20,625 shares issuable to
      Mr. Warren upon exercise of vested nonstatutory stock options.

 (5)  Includes 625 shares owned outright, and 20,625 shares issuable to
      Mr. Appel upon exercise of vested nonstatutory stock options.

 (6)  Includes 500 shares owned outright, and 6,250 shares issuable to
      Mr. Platt upon exercise of vested nonstatutory stock options.

 (7)  Includes 436,402 shares beneficially owned by all directors and
      Executive Officers shown above.  Also includes 15,461 shares owned
      outright, and 29,375 shares issuable to Ms. Leland upon exercise of
      warrants.  Also includes 15,461 shares owned outright, and 29,375
      shares issuable to Mr. Hurst upon exercise of warrants.

 ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.

<page>
                                   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, 2001  the  Company filed no
           Reports on Form 8-K.

      "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION  REFORM
 ACT OF 1995.   With  the exception  of historical  information, the  matters
 discussed or incorporated by  reference in this Annual  Report on Form  10-K
 are  forward-looking  statements  that   involve  risks  and   uncertainties
 including, but  not  limited to,  economic  conditions, product  demand  and
 industry  capacity,   competitive  products   and  services   and   pricing,
 manufacturing efficiencies,  new  product development,  ability  to  enforce
 intellectual property rights, and other risks indicated in filings with  the
 Securities and Exchange Commission.

<PAGE>

                                  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

 September 28, 2001



      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 28, 2001
      Patrick A. Custer       Chief Executive Officer
                              and Director

      Additional Directors

 /s/  BILLY J. ROBINSON       Vice President, Secretary,   September 28, 2001
      Billy J. Robinson       General Counsel and Director

 /s/  EDWARD M. WARREN        Director                     September 28, 2001
      Edward M. Warren

 /s/  BERNARD S. APPEL        Director                     September 28, 2001
      Bernard S. Appel

 /s/  GEORGE C. PLATT         Director                     September 28, 2001
      George C. Platt

<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, 2001 and 2000,  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, 2001.  These financial statements are the responsibility of  management.
 Our responsibility is to  express an opinion  on these financial  statements
 based on our audits.

 We conducted  our audits  in accordance  with auditing  standards  generally
 accepted in the United States of  America.  Those standards require that  we
 plan and perform the audit to obtain reasonable assurance about whether  the
 financial statements are free of material  misstatement.  An audit  includes
 examining, on a test basis, evidence supporting the amounts and  disclosures
 in the financial statements. An audit also includes assessing the accounting
 principles used and significant  estimates made  by  management  as  well as
 evaluating  the  overall  financial  statement presentation.  We believe our
 audits provide a reasonable basis for our opinion.

 In our opinion, the financial statements  referred to above present  fairly,
 in all material  respects, the  consolidated financial  position of  uniView
 Technologies Corporation and Subsidiaries as of June 30, 2001 and 2000,  and
 the consolidated results  of their  operations and  their consolidated  cash
 flows for each  of the  three years in  the period  ended June  30, 2001  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, 2001.  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 $6,622,458, $10,863,875,  and
 $6,297,353 for the years ended June  30, 2001, 2000 and 1999,  respectively.
 These factors,  among  others, as  discussed  in  Note B  to  the  financial
 statements raise substantial doubt about  the Company's ability to  continue
 as a  going  concern.  Management's  plans in  regard to  these matters  are
 described  in  Note  B.    The  financial  statements  do  not  include  any
 adjustments that might result from the outcome of these uncertainties.


 GRANT THORNTON LLP

 Dallas, Texas
 August 17, 2001, except for Note D as to which
                 the date is September 26, 2001


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


                                                       2001           2000
                                                   -----------    -----------
 <S>                                              <C>            <C>
                           ASSETS
 CURRENT ASSETS
  Cash and cash equivalents                       $    580,601   $  1,422,167
  Trade accounts receivable, net of allowance
    for doubtful accounts of $13,637 in 2001
    and $5,874 in 2000                                 561,257      1,126,462
  Inventories, net                                     223,449        261,601
  Prepaid expenses                                     153,532        883,268
  Other current assets                                 166,551        372,086
                                                   -----------    -----------
           Total current assets                      1,685,390      4,065,584

 PROPERTY AND EQUIPMENT, net of accumulated
   depreciation of $3,466,403 in 2001 and
   $3,136,899 in 2000                                  655,558      1,057,541

 OTHER ASSETS
  Purchased software, net of accumulated
    amortization of $1,099,546 in 2001 and
    $291,154 in 2000                                 1,395,419      2,203,811
  Product and software development costs, net of
    accumulated amortization of $247,898 in 2001
    and $69,031 in 2000                                696,768        546,328
  Trademark, net of accumulated amortization of
    $1,796,594 in 2001 and $1,552,357 in 2000        3,088,161      3,332,398
  Goodwill, net of accumulated amortization of
    $313,372 in 2001 and $211,919 in 2000            1,106,961      1,208,414
  Other                                                209,103        109,128
                                                   -----------    -----------
           Total other assets                        6,496,412      7,400,079
                                                   -----------    -----------
           Total assets                           $  8,837,360   $ 12,523,204
                                                   ===========    ===========

</TABLE>
<PAGE>
<TABLE>

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


        LIABILITIES AND STOCKHOLDERS' EQUITY           2001           2000
                                                   -----------    -----------
 <S>                                              <C>            <C>
 CURRENT LIABILITIES
  Current maturities of long-term debt            $     22,576   $     51,958
  Current maturities of obligations under
    capital leases                                      71,741         93,000
  Line of credit                                             -        321,442
  Trade accounts payable                               447,093        505,468
  Accrued and other current liabilities              1,558,984      1,188,082
  Deferred revenue                                     245,034        964,030
                                                   -----------    -----------
           Total current liabilities                 2,345,428      3,123,980

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

 OBLIGATIONS UNDER CAPITAL LEASES,
   less current maturities                              31,496        128,925
                                                   -----------    -----------
           Total liabilities                         3,733,554      3,252,905

 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, 2001 and 2000 (liquidation
      preference of $30,000)                            30,000         30,000
    Series H, 2 shares issued and outstanding
      at June 30, 2001 and 2000 (liquidation
      preference of $50,000)                                 2              2
    Series 1999-D1, 720 shares issued and
      outstanding at June 30, 2001 and 2000
      (liquidation preference of $18,000,000)              720            720
                                                   -----------    -----------
                                                        30,722         30,722
  Common stock, $.80 par value; 80,000,000 shares
    authorized; 3,398,977 and 3,307,065 shares
    issued and outstanding at June 30, 2001
    and 2000, respectively                           2,719,181      2,645,652
  Additional paid in capital                        62,331,133     59,944,947
  Accumulated deficit                              (59,977,230)   (53,351,022)
                                                   -----------    -----------
      Total stockholders' equity                     5,103,806      9,270,299
                                                   -----------    -----------
      Total liabilities and stockholders' equity  $  8,837,360   $ 12,523,204
                                                   ===========    ===========

       The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE>
<TABLE>

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


                                             2001          2000         1999
                                          ----------    ----------   ----------
 <S>                                     <C>           <C>          <C>
 Revenues
  Product sales                          $ 5,434,527   $ 7,710,606  $10,160,563
  Consulting and support services          2,765,958     1,435,099    1,325,495
  Royalties                                1,131,747             -            -
                                          ----------    ----------   ----------
     Total revenues                        9,332,232     9,145,705   11,486,058

 Cost of products and services
  Cost of product sales                    3,231,702     5,553,372    8,677,047
  Cost of consulting and support services  1,748,452       910,958    1,041,840
                                          ----------    ----------   ----------
     Total cost of products and services   4,980,154     6,464,330    9,718,887
                                          ----------    ----------   ----------
           Gross margin                    4,352,078     2,681,375    1,767,171

 Operating expenses                       11,141,970    13,313,030    9,680,502
                                          ----------    ----------   ----------
           Operating loss                 (6,789,892)  (10,631,655)  (7,913,331)

 Other (income) expense
  Loss from sale of land                           -             -       82,800
  Interest income                            (30,247)      (35,689)     (56,500)
  Interest expense                           177,237       283,096      471,545
  Other income                              (246,151)      (15,187)    (453,606)
  Gain on sale of assets                     (68,273)            -            -
  Gain on sale of subsidiaries                     -             -   (1,660,217)
                                          ----------    ----------   ----------
           Total other (income) expense     (167,434)      232,220   (1,615,978)
                                          ----------    ----------   ----------
           NET LOSS                       (6,622,458)  (10,863,875)  (6,297,353)

 Dividend requirements on preferred stock    901,800       901,800      199,441
                                          ----------    ----------   ----------
 Net loss attributable to
   common stockholders                   $(7,524,258) $(11,765,675) $(6,496,794)
                                          ==========   ===========   ==========
 Per share amounts allocable to
   common stockholders

  Net loss - basic and diluted                $(2.22)       $(4.58)      $(4.19)

 Weighted average common shares
   outstanding                             3,387,645     2,571,611    1,550,272

       The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE>
<TABLE>

                       uniView Technologies Corporation and Subsidiaries
                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         For the years ended June 30, 2001, 2000 and 1999


                                                 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, 1998                    1,254,084  $1,003,267   140,143  $  140,143   $42,480,261   $(36,323,440) $  7,300,231

 Conversion of Series Q preferred
   including accrued dividends for
   common stock                               220,235     176,188       (28)        (28)     (168,446)        (7,714)            -
 Conversion of Series 1998 A-1 preferred
   including accrued dividends for
   common stock                                70,388      56,310       (12)        (12)      (52,751)        (3,547)            -
 Sale of common stock for cash                171,875     137,500         -           -       412,500              -       550,000
 Exercise of warrants                          26,469      21,175         -           -        68,557              -        89,732
 Preferred stock dividends                          -           -         -           -             -         (1,875)       (1,875)
 Issuance of Series 1998 - A1 preferred
   stock for cash                                   -           -        16          16       399,984              -       400,000
 Issuance of common stock in exchange
   for services                                 8,594       6,875         -           -        20,625              -        27,500
 Conversion of debt to common stock           125,000     100,000         -           -       900,000              -     1,000,000
 Issuance of Series 1999-C preferred
   stock for cash                                   -           -        44          44     1,099,950              -     1,099,994
 Issuance of Series 1999-D1 preferred
   stock for cash redemption of 1998-A1
   and cancellation of warrants
    Series 1998-A1                                  -           -       (84)        (84)  (11,549,916)             -   (11,550,000)
    Series 1999-D1                                  -           -       720         720    17,999,280              -    18,000,000
    Series A and B warrants                         -           -         -           -    (2,481,251)             -    (2,481,251)
 Issuance of Series 1999-E Preferred
   stock for Redemption of Series Q
    Series Q                                        -           -       (32)        (32)   (2,399,968)             -    (2,400,000)
    Series 1999-E                                   -           -        96          96     2,399,904              -     2,400,000
 Issuance of warrants with
   sale of subsidiaries                             -           -         -           -             -        200,000       200,000
 Net loss                                           -           -         -           -             -     (6,297,353)   (6,297,353)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 1999                   1,876,645   1,501,315   140,863     140,863    49,128,729    (42,433,929)    8,336,978



</TABLE>
<PAGE>
<TABLE>


                         uniView Technologies Corporation and Subsidiaries
                   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - CONTINUED
                        For the years ended June 30, 2001, 2000 and 1999


                                                 Common Stock         Preferred Stock      Additional
                                           ----------------------  --------------------    paid-in       Accumulated
                                               Shares      Amount    Shares      Amount    capital         deficit         Total
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 <S>                                       <C>         <C>         <C>       <C>          <C>           <C>           <C>
 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
 Net loss                                           -           -         -           -             -    (10,863,875)  (10,863,875)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 2000                   3,307,065   2,645,652    30,722      30,722    59,944,947    (53,351,022)    9,270,299

 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)
 Net loss                                           -           -         -           -             -     (6,622,458)   (6,622,458)
                                           ----------  ----------  --------  ----------   -----------   ------------   -----------
 Balances - June 30, 2001                   3,398,977 $ 2,719,181    30,722 $    30,722  $ 62,331,133  $ (59,977,230) $  5,103,806
                                           ==========  ==========  ========  ==========   ===========   ============   ===========

         The accompanying notes are an integral part of this statement.

</TABLE>
<PAGE>
<TABLE>

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


                                             2001          2000         1999
                                          ----------   -----------   ----------
 <S>                                     <C>          <C>           <C>
 Cash flows from operating activities
  Net loss                               $(6,622,458) $(10,863,875) $(6,297,353)
  Adjustments to reconcile net loss to
    cash used in operating activities:
      (Gain) loss on sale of assets          (68,273)            -       82,800
      Depreciation and amortization        1,916,177     3,447,138    3,124,272
      Bad debt expense                        35,816       114,078       97,453
      Gain on sale of subsidiaries                 -             -   (1,660,217)
      Stock compensation expense              58,496       661,414            -
      Issuance of warrants for services      212,619             -            -
      Amortization of debt discount           12,250             -            -
      Changes in assets and liabilities,
        net of effects from acquisitions
        and dispositions:
           Trade accounts receivable         529,388         9,779       87,905
           Inventories                        38,152       174,982      141,769
           Prepaid expenses                  729,736      (325,399)     (13,574)
           Other current assets              205,535      (372,086)           -
           Other assets                      (99,974)       40,831            -
           Accounts payable and accrued
             liabilities                     312,527         2,544     (791,160)
           Deferred revenue                 (718,996)      406,957            -
                                          ----------   -----------   ----------
           Cash and cash equivalents used
             in operating activities      (3,459,005)   (6,703,637)  (5,228,105)

 Cash flows from investing activities
  Cash from acquisition                            -        91,681            -
  Purchase of property and equipment        (177,234)     (495,378)    (126,198)
  Additions to product and software
    development costs                       (329,307)     (201,173)    (414,186)
  Collections on note receivable                   -             -      200,555
  Proceeds from sale of land                       -             -      250,000
  Proceeds from sale of assets                68,273             -            -
                                          ----------   -----------   ----------
           Cash and cash equivalents used
             in investing activities        (438,268)     (604,870)     (89,829)


</TABLE>
<PAGE>
<TABLE>

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


                                             2001          2000         1999
                                          ----------   -----------   ----------
 <S>                                     <C>          <C>           <C>
 Cash flows from financing activities
  Proceeds from long term debt           $ 1,517,025  $          -  $ 2,148,762
  Proceeds from line of credit             1,746,003     5,780,382    4,540,057
  Principal payments on line of credit    (2,067,445)   (6,169,798)  (4,747,652)
  Principal payments on long-term debt       (24,824)     (299,686)    (499,415)
  Principal payments on capital lease
    obligations                             (111,302)      (90,306)    (102,748)
  Dividends paid                              (3,750)       (1,875)      (1,875)
  Redemption of preferred stock for cash           -      (118,099)           -
  Proceeds from issuance of common stock   2,000,000     5,217,392    6,108,481
                                          ----------   -----------   ----------
      Cash and cash equivalents provided
        by financing activities            3,055,707     4,318,010    7,445,610

 Net increase (decrease) in cash and
   cash equivalents                         (841,566)   (2,990,497)   2,127,676

 Cash and cash equivalents,
   beginning of year                       1,422,167     4,412,664    2,284,988
                                          ----------   -----------   ----------
 Cash and cash equivalents,
   ending of year                        $   580,601  $  1,422,167  $ 4,412,664
                                          ==========   ===========   ==========
 Supplemental information
  Cash paid for interest                 $   142,343  $     98,909  $   196,839

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


       The accompanying notes are an integral part of these statements.

</TABLE>
<PAGE>


              uniView Technologies Corporation and Subsidiaries
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 2001, 2000 and 1999



 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[TM], 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.

  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 of  computer  parts  and peripherals  to  be  used  in
  network systems and products.

  Property and Equipment

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

  Accounting for Impairment of Long-Lived Assets

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

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

  Stock-Based Compensation

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

  Revenue Recognition

  The  Company recognizes  service  revenue  as the  services  are  provided.
  Equipment and  product sales are  recognized at  the time  of delivery  and
  customer  acceptance.   Revenue  from  the  installation  of  software  and
  hardware systems is recognized on the completed contract method.

  Advertising Costs

  Advertising  costs  are  charged  to  operations  as incurred.  Advertising
  costs for the  years ended  June 30, 2001,  2000, and  1999 were  $555,187,
  $304,069 and $189,226, respectively.

  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, 1998.

  Reclassifications

  Certain reclassifications  of the 2000  and 1999  financial statements  and
  related notes have been made to conform with the 2001 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  increase   annual  operating   income   by
  approximately $800,000.   The Company has not  yet determined when it  will
  adopt SFAS 142.


 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 $6,622,458, $10,863,875, and $6,297,353, during  the
  years ended June 30, 2001, 2000, and 1999, 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.   Through   the  Company's
  acquisition  of  Network America, Inc. in 1998, revenues increased  sharply
  during 1999.  In October 1999, the Company  acquired the assets and assumed
  certain liabilities of Softgen International,  Inc. to  enter the  computer
  telephony  integration  (CTI)  business,  which  provided  revenue  of $2.9
  million and $1.5 million  in 2001 and  2000,  respectively.   However,  the
  Company's operating losses continued.  The  Company is planning to continue
  the  increase in  revenue   growth coupled with a reduction  in general and
  administrative expenses to reach profitability.  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  and   $1,865,000  is  due   at various  dates  through
  September 2002.  Approximately  $2.0 million of the  proceeds was long-term
  debt assumed by the buyer of the trademark.

  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  will
  reduce 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  has allocated  the  excess
  purchase price over tangible assets  acquired of approximately $360,000  to
  purchased software.

  Effective October  29, 1999  the Company  acquired the  assets and  assumed
  certain   liabilities   of   Softgen   International,   Inc.   ("Softgen").
  Consideration for the  acquisition consisted of  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  third fiscal quarter  ended March 31,  2000,
  certain adjustments  were  made to  the  purchase price  and  corresponding
  allocation of purchase price as the  result of a more detailed analysis  of
  the assets and liabilities assumed in the acquisition.

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

  The  unaudited  pro   forma  information  set   forth  below  assumes   the
  acquisition of  Softgen  and Zirca  had  occurred on  July  1, 1999.    The
  information  is presented  for  informational  purposes  only  and  is  not
  necessarily indicative  of the results  of operations  that actually  would
  have been achieved had the acquisition been consummated at that time.   For
  the year ended June 30, 2000, the pro forma information is as follows:

                                                        2000
                                                    -----------
    Revenues                                       $  9,947,827
    Net loss                                       $ 11,109,456

    Loss per common share                                $(4.56)


  Divestitures

  In October, 1998,  the Company completed the  sale of the  stock of two  of
  its wholly-owned  subsidiaries,  uniView Marketing  Corporation  (UMC)  and
  CompuNet  Support  Systems,  Inc.  (CNSS).    The  consideration  for   the
  transaction was the assumption of  the net liabilities of the  subsidiaries
  and warrants to  purchase 62,500 shares  of stock of  the Company at  $4.00
  per share.  The warrants expire in three years and a gain of $1.66  million
  was recognized on the transaction.


 NOTE D - SUBSEQUENT EVENTS

  In July 2001,  the Company borrowed  an additional  $500,000 from  Sagemark
  Capital,  L.P.  ("Sagemark"),  bringing  the  total  principal of  the loan
  to $2,000,000.  In  conjunction  with  the  additional  borrowings,  31,250
  warrants were issued to purchase the Company's common stock.

  In September 2001,  the Company sold the  Curtis Mathes trademark for  $4.5
  million which included  cash of $635,000  and payments totaling  $1,865,000
  due at various  dates through September 2002.   Approximately $2.0  million
  of the proceeds was long-term debt  assumed by the buyer of the  trademark.

  In September  2001, 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 on July 1, 1998.


 NOTE E - PROPERTY AND EQUIPMENT

  Property and equipment at June 30 consist of the following:

                                                 2001           2000
                                              ----------    ----------
    Equipment                                $ 3,348,634   $ 3,486,833
    Furniture and fixtures                       223,182       218,017
    Computer software                            215,637       188,738
    Vehicles                                     131,591       123,519
    Leasehold improvements                       202,917       177,333
                                              ----------    ----------
                                               4,121,961     4,194,440
    Less accumulated depreciation
      and amortization                        (3,466,403)   (3,136,899)
                                              ----------    ----------
                                             $   655,558   $ 1,057,541
                                              ==========    ==========

  Equipment under capital  leases included above  at June 30,  2001 and  2000
  was  $114,910 and  $118,922,  respectively,  and  the  related  accumulated
  amortization amounted to $49,936  and $11,832, respectively.   Amortization
  of assets held under capital leases is included with depreciation expense.

  Depreciation expense for years ending June 30, 2001, 2000 and 1999 totaled
  $583,229, $1,313,241 and $1,417,760, respectively.


 NOTE F - OTHER ASSETS

  Other assets at June 30 consist of the following:

                                                 2001          2000
                                              ----------    ----------
    Purchased software                       $ 2,494,965   $ 2,494,965
    Product and software development costs       944,666       615,359
    Trademark                                  4,884,755     4,884,755
    Goodwill                                   1,420,333     1,420,333
    Other                                        209,103       109,128
                                              ----------    ----------
                                               9,953,822     9,524,540
    Less accumulated amortization             (3,457,410)   (2,124,461)
                                              ----------    ----------
                                             $ 6,496,412   $ 7,400,079
                                              ==========    ==========

  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, 2001, 2000  and
  1999 was $808,392, $291,154 and $-0-, respectively.

  Product and  software  development costs  are  being amortized  over  their
  estimated useful life of three  years.  Amortization expense for the  years
  ended June 2001,  2000 and 1999  was $178,867,  $1,345,803 and  $1,276,772,
  respectively.

  The  Company purchased  the  Curtis  Mathes Corporation  in  1993 and  sold
  it in September 2001.  The trademark was amortized on a straight-line basis
  over 20 years.   Amortization expense  was $244,237 for  each of the  years
  ended June 30, 2001, 2000, and 1999.

  Goodwill totaling  $1,420,333 from  1998  acquisitions of  VMI and  CNS  is
  being  amortized  over  its  estimated  useful  life  of  fourteen   years.
  Amortization expense for  each of the  years ended June  30, 2001 and  2000
  was $101,453, and $102,415 for 1999.


 NOTE G - LONG-TERM DEBT

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

                                                 2001          2000
                                              ----------    ----------
  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   $         -
    Other                                         55,556        51,958
                                              ----------    ----------
                                               1,555,556        51,958
      Less debt discount                        (176,350)            -
                                              ----------    ----------
                                               1,379,206        51,958
      Less current portion                       (22,576)      (51,958)
                                              ----------    ----------
                                             $ 1,356,630   $         -
                                              ==========    ==========

  The weighted average  interest rate of borrowings  outstanding at June  30,
  2001 and 2000 is 13.8% and 10.7%, respectively.


 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, 2001:

                                                     Operating Leases
                                               -----------------------------
                                               Minimum    Sublease
 Year ending                        Capital     lease      rental
   June 30,                         leases     payments    income    Totals
   --------                         -------     -------    -------   -------
     2002                          $ 68,825    $407,111   $ 39,238  $367,873
     2003                            32,539     305,303     39,238   266,065
     2004                             7,034     184,373     39,238   145,135
     2005                                 -      76,822     16,349    60,473
                                    -------     -------    -------   -------
  Total minimum lease payments      108,398    $973,609   $134,063  $839,546
  Less amount representing                      =======    =======   =======
    interest                         (5,161)
                                    -------
  Present value of net minimum
    lease payments including
    current maturities of $71,741  $103,237
                                    =======

  Rental expense under  operating leases for the  years ended June 30,  2001,
  2000, and 1999 was $616,327, $530,701 and $410,809, 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 must be  approved by the  court and is  currently scheduled  for
  review.

  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 $14.72 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.   Subsequent to  June 30, 2001,  the agreement was  fully
  paid and discharged.

  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, 2001.


 NOTE I - CONCENTRATIONS OF CREDIT RISK

  During 2001,  one customer  represented 25%  of sales,  while in  2000  one
  customer  represented  11%  of  sales.     In  1999,  no  single   customer
  represented more  than  10% of  sales.   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

  Preferred Stock

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

  At June 30, 2001  and 2000, the Company  had issued and outstanding  30,000
  Series A, 2 Series H, and 720 Series  1999 D-1 preferred shares.  Series  A
  preferred shares are  non-convertible, redeemable at  the Company's  option
  and carry  cumulative  dividends of  6%.   Series  H preferred  shares  are
  convertible based upon conversion ratios  as determined in the  Certificate
  of Designation,  redeemable at the  Company's option  and carry  cumulative
  dividends of 5%.   Series 1999-D1  preferred shares  are convertible  based
  upon conversion  ratios as determined  in the  Certificate of  Designation,
  redeemable at the Company's option and carry cumulative dividends of 5%.

  Dividends of $3,750, $1,875 and $1,875 on preferred stock were paid  during
  the years  ended June  30, 2001,  2000 and  1999, 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, 2001 and 2000 amounted to $1,858,550 and $957,200, respectively.

  Common Stock

  Effective September 10, 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.  These options  generally
  vest immediately; however, during 2001  and 2000, options covering  185,882
  and  45,871 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 with exercise prices less than  market
  value  resulted   in  compensation   expense  of   $58,496  and   $661,414,
  respectively.  During 1999, options  issued with exercise prices less  than
  market  value on  the  grant  date were  immaterial  and,  accordingly,  no
  compensation expense has  been recognized in this  year.  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 2001, 2000  and 1999  would
  have been increased as follows:

                                    2001           2000          1999
                                 ----------    -----------    ----------
    Net loss
      As reported               $(6,622,458)  $(10,863,875)  $(6,297,353)
      Pro forma                  (9,755,688)   (13,961,374)   (6,414,539)

    Loss per share
      As reported                     (2.22)         (4.56)        (4.16)
    Pro forma                         (2.88)         (5.76)        (4.24)

  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:

                                    2001            2000            1999
                                 ----------     -----------      ----------
    Expected volatility              150%           158%            175%
    Risk-free interest rate     4.33% - 5.75%       5.9%            5.5%
    Expected lives               1 to 3 years  1.5 to 3.75 years   3 years
    Dividend yield                    -              -               -


  Additional information with respect to all options outstanding at June  30,
  2001, 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, 1998     2,129   $117.12   11,250   $18.40  13,750  $24.24    27,129

 Granted            5,156     47.84   12,500    14.46   1,250   18.40    18,906
 Exercised              -         -        -        -  (1,397)   9.36    (1,397)
 Forfeited         (1,397)    54.64  (11,250)   18.40  (2,665)  13.12   (15,312)
                   ------    ------   ------    ----- -------   -----   -------
 Outstanding at
   June 30, 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
                  =======     =====   ======    ===== =======   =====   =======

                                                Number    Weighted
                                              of shares    average
                                              underlying  exercise
                                                options     price
                                                --------    -----
    Options exercisable at June 30, 1999          29,326   $31.68
                                                 =======    =====
    Options exercisable at June 30, 2000         292,605   $16.88
                                                 =======    =====
    Options exercisable at June 30, 2001         558,519   $15.60
                                                 =======    =====

  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.  For 1999, options granted above, equal to, and below  market
  value had a weighted  average fair value per  share of $12.32, $12.56,  and
  $12.80, respectively.

  Information about stock options outstanding at June 30, 2001 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
  ---------------   ---------   -----     -------   -----------   --------
  $8.80 to $12.00     90,156    2.95      $11.92       90,156      $11.92
  $13.44 to $18.40   471,143    7.14       14.80      440,082       14.64
  $21.52 to $29.76    18,750    3.60       25.84       18,750       25.84
  $70.00 to $75.20     9,531    0.79       75.04        9,531       75.04

  Common  stock  warrants  issued  and  outstanding  at  June  30,  2001  are
  summarized as follows:

                                                Weighted         Weighted
                                                 average         average
    Range of exercise price           Number  remaining life  exercise price
    ----------------------            ------  --------------  --------------
    $ 6.72 to $14.48                  52,500       9.38          $  7.36
    $16.00 to $28.00                 174,938       1.56            23.68
    $32.00 to $48.00                 157,500       3.26            33.92

  All  outstanding  warrants  are  exercisable  at  June 30, 2001,  with  the
  exception of 2,500 warrants which become exercisable in August 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 2001, warrants  to acquire 168,750  shares of  the Company's  common
  stock were granted in connection with the issuance of long-term debt.   The
  warrants  have exercise  prices  of  $6.72 to  $12.00  and  expire  between
  December 2003 and  March 2006.   The value  of the  warrants, $188,850,  is
  incuded as  a  discount on  the debt  net  of accumulated  amortization  of
  $12,500.    Additionally,  warrants  to  purchase  12,500  shares  of   the
  Company's common  stock were granted  to a  customer in  connection with  a
  sale of set-top  boxes.   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.

  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:


                                        2001           2000          1999
                                      ----------    ----------    ----------
   Tax benefit at statutory rate     $(2,251,636)  $(3,693,718)  $(2,141,099)
   Non-deductible expenses                93,572       143,198       138,527
   Change in estimate for prior years          -       183,466             -
   Adjustment of net operating
     loss carryforwards                6,577,110             -             -
   Change in valuation allowance      (4,419,045)    3,439,968     2,069,295
   Other                                       -       (72,914)      (66,723)
                                      ----------    ----------    ----------
                                     $         -   $         -   $         -
                                      ==========    ==========    ==========


  The components of the Company's deferred income taxes at June 30, 2001  and
  2000 are as follows:

                                                 2001         2000
                                              ----------   ----------
   Deferred tax liabilities
      Fixed assets                           $   (62,012) $   (62,011)
      Software and product development costs    (236,901)    (712,803)
      Deferred costs                             (16,029)    (119,027)
                                               ---------    ---------
                                                (314,942)    (893,841)
    Deferred tax assets
      Inventories                                 19,112        3,533
      Accounts receivable                          4,637        1,997
      Warranty                                     3,400       34,677
      Accrued liabilities                         30,500      113,560
      Deferred revenue                            83,312      328,258
      Net operating loss carryforwards        13,962,156   18,619,036
                                              ----------   ----------
                                              14,103,117   19,101,061
                                              ----------   ----------
      Net deferred tax asset                  13,788,175   18,207,220
      Valuation allowance                    (13,788,175) (18,207,220)
                                              ----------   ----------
                                             $         -  $         -
                                              ==========   ==========

  At June  30, 2001, the  Company has  net operating  loss carryforwards  for
  Federal income tax purposes of approximately $40,553,000 which may be  used
  to offset  future taxable  income, subject  to provisions  of the  Internal
  Revenue Code, and will expire in various amounts in the years 2008  through
  2021 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:


                                           2000          1999          1998
                                         --------      --------      --------
    Actuarial present value of
      benefit obligations
    --------------------------
    Accumulated benefit obligation       $700,879      $781,466      $773,950

    Projected benefit obligation          700,879       781,466       773,950
    Plan assets at fair value             609,637       657,772       639,202
                                         --------      --------      --------
    Excess projected benefit obligation    91,242       123,694       134,748
                                         --------      --------      --------
    Net pension liability                $ 91,242      $123,694      $134,748
                                         ========      ========      ========
    Net pension cost includes
     the following components
    -------------------------
    Interest on unfunded liability       $  8,660      $  9,432      $ 10,826
    Actuarial (gain) loss                  (5,187)       10,437       (11,425)
                                         --------      --------      --------
    Net pension cost (benefits)          $  3,473      $ 19,869      $   (599)
                                         ========      ========      ========

  The  weighted  average  assumed  discount  rate  used  in  determining  the
  actuarial present value of the projected benefit obligation for 2001,  2000
  and 1999 was 7.00%.



 NOTE M - NON-CASH INVESTING AND FINANCING ACTIVITIES

                                           2001          2000          1999
                                         ----------   ----------   ----------
 SUPPLEMENTAL SCHEDULE OF NON-CASH
 INVESTING AND FINANCING ACTIVITIES

  Issuance of common stock for
    purchase of assets                  $         -   $2,290,893  $         -
                                         ==========    =========   ==========
  Conversion of debt to common stock    $         -   $2,788,723  $ 1,000,000
                                         ==========    =========   ==========
  Issuance of common stock warrants
    for expenses and services           $   212,619   $  682,500  $    27,500
                                         ==========    =========   ==========
  Stock compensation                    $    58,496   $  661,414  $         -
                                         ==========    =========   ==========
  Issuance of common stock
    for dividends                       $         -   $   33,244  $    11,261
                                         ==========    =========   ==========
  Sale of subsidiaries in
    consideration of sub-licenses       $         -   $        -  $ 1,660,217
                                         ==========    =========   ==========
  Sale of land for note                 $         -   $        -  $   250,000
                                         ==========    =========   ==========
  Redemption of Series 1998-A1
    Preferred Stock for Series 1999-D1
    and cancellation of warrants        $         -   $        -  $14,532,806
                                         ==========    =========   ==========
  Redemption of Series Q Preferred
    Stock for Series 1999-E             $         -   $        -  $ 2,400,000
                                         ==========    =========   ==========
  Issuance of warrants in connection
    with long-term debt                 $   188,600   $        -  $         -
                                         ==========    =========   ==========


 NOTE N - RELATED PARTY TRANSACTIONS

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


 NOTE O - BUSINESS SEGMENT INFORMATION

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

  The Company  has three  segments for  2001 and  two segments  for 2000  and
  1999:    Technology  product  sales,  technology  consulting  and   support
  services,  and royalty  from  trademark  licensing (new  for  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.

  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).

                                          2001         2000         1999
                                       ----------   -----------   ----------
   Net revenues
     Product sales                    $ 5,434,527  $  7,710,606  $10,160,563
     Consulting and support services    2,765,958     1,435,099    1,325,495
     Royalties                          1,131,747             -            -
                                       ----------   -----------   ----------
                                      $ 9,332,232  $  9,145,705  $11,486,058
                                       ==========   ===========   ==========
   Operating loss
     Product sales                    $(2,924,871) $ (2,638,049) $(2,081,390)
     Consulting and support services   (1,937,387)   (1,154,461)    (460,314)
     Corporate                         (1,582,964)   (6,788,270)  (4,944,321)
                                       ----------    ----------   ----------
   Total operating loss                (6,445,222)  (10,580,780)  (7,486,025)
   Less interest expense                 (177,237)     (283,095)    (471,545)
   Gain on sale of subsidiaries                 -             -    1,660,217
                                       ----------   -----------   ----------
   Loss from continuing operations    $(6,622,459) $(10,863,875) $(6,297,353)
                                       ==========   ===========   ==========
   Identifiable assets
     Computer products and service    $ 3,783,772  $  8,023,184  $ 9,516,628
     Corporate                          5,053,588     4,500,020    4,564,139
                                       ----------   -----------   ----------
                                      $ 8,837,360  $ 12,523,204  $14,080,767
                                       ==========   ===========   ==========
   Depreciation, amortization
    and write-down
     Computer products and service    $   306,213  $  2,230,321  $ 2,769,607
     Corporate                          1,609,965     1,216,817      354,665
                                       ----------   -----------   ----------
                                      $ 1,916,178  $  3,447,138  $ 3,124,272
                                       ==========   ===========   ==========
   Capital expenditures
     Computer products and service    $   148,948  $    487,378  $    99,951
     Corporate                             28,286         8,000       26,247
                                       ----------   -----------   ----------
                                      $   177,234  $    495,378  $   126,198
                                       ==========   ===========   ==========

<PAGE>


              uniView Technologies Corporation and Subsidiaries

               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

               For the years ended June 30, 2001, 2000 and 1999




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

Year ended June 30, 2000
  Allowance for
    doubtful accounts     76,510            -          -     (70,636)     5,874

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


<PAGE>

                       UNIVIEW TECHNOLOGIES CORPORATION
                               AND SUBSIDIARIES

                                EXHIBIT INDEX

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

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

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

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

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

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

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

 4.6       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       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

 4.8       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

 4.9       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

 4.10      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

 4.11      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

 10.1      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

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

 10.1.2    Second Addendum to Lease Agreement between the Company and CMD
           Realty Investment Fund II, L.P., dated January 10, 2000
           pertaining to the property utilized as the corporate headquarters
           (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 referenc                                  N/A

 10.2  **  Employment Contract with Mr. Custer dated as of July 1, 2000
           (filed as Exhibit "10.3" 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

 10.3  **  Employment Contract with Mr. Robinson dated as of July 1, 2000
           (filed as Exhibit "10.4" 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

 10.4* **  Employment Contract with Mr. Hurst dated as of
           February 14, 2001.                                                55

 10.5* **  Employment Contract with Ms. Leland dated as of
           February 14, 2001.                                                64

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

 10.7 **** Business Alliance Agreement between subsidiary uniView
           Technologies Products Group, Inc. and Zoned In, Inc. dated
           May 25, 2000 (filed as Exhibit "10.8" to the Company's Annual
           Report on Form 10-KA for the fiscal year ended June 30, 2000
           and incorporated herein by reference.)                           N/A

 10.8 **** Trademark License Agreement between the Company and Avmark, Inc.
           relating to the Curtis Mathes trademark, dated July 1, 2000
           (filed as Exhibit "10.9" 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

 10.9 **** 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 "10.10" 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

 10.10     Agreement for Purchase and Assignment of Trademarks (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

 21*       Subsidiaries of the Company.                                      73
 _______________
 *  Filed herewith.

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

 **** Portions of this exhibit have been omitted and filed separately with
      the SEC pursuant to a request for confidential treatment.