SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-K

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

            For the fiscal year ended June 30, 1998

               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.)

            10911 Petal Street, Dallas, Texas           75238
         (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  (214) 503-8880

  SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                              None

  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

             Common Stock, par value $.10 per share
                        (Title of class)

     Indicate  by  check mark whether the Registrant (1)  has  filed  all
reports  required  to be filed by Section 13 or 15(d) of  the  Securities
Exchange Act of 1934 during the preceding 12 months (or for such  shorter
period  that the Registrant was required to file such reports),  and  (2)
has been subject to such filing requirements for the past 90 days. YES [X]

     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  July  31,  1998, the aggregate market value of the voting  stock
held   by  non-affiliates  of  the  Registrant  (9,453,040  shares)   was
approximately  $16,826,411 based upon the average of  the  high  and  low
trading prices of the Common Stock as reported by the Nasdaq Stock Market
($1.78).

     On  July  31,  1998,  there were 10,032,669 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                                            7

ITEM 3.   LEGAL PROCEEDINGS                                     7

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   9

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS                                   9

ITEM 6.   SELECTED FINANCIAL DATA                              10

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                  11

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          Index  to Consolidated Financial Statements
          (F-1 through  F-36)                                  17

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

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   18

ITEM 11.  EXECUTIVE COMPENSATION                               20

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT                                           25

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       27

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

SIGNATURES                                                     29

EXHIBIT INDEX                                                  66
<PAGE>
                UNIVIEW TECHNOLOGIES CORPORATION

                             PART I

ITEM l.   BUSINESS

     (a)  General Development of Business

     uniView   Technologies   Corporation  and  its   subsidiaries   (the
"Company") is engaged in the development, licensing and implementation of
innovative hardware and network technologies and solutions for niche set-
top  box  applications  including  home healthcare,  education,  banking,
medical,  hotel,  home  office,  and consumer  electronics,  as  well  as
providing system integration, technical support and network consulting.
     
     The  Company  was incorporated in Texas on July 13,  1984  as  Donny
Osmond  Entertainment Corporation and operated in several facets  of  the
entertainment   industry  until  1988.   The  Company   filed   an   S-18
registration  statement  in November 1984 and  completed  the  registered
offering  in January 1985.  On November 8, 1993 the Company's  stock  was
first listed on the Nasdaq Stock Market.

     In  November  1993,  the Company acquired Curtis Mathes  Corporation
(CMC),  maker  of consumer electronics products relating specifically  to
the home entertainment industry, and in May 1994, the Company changed its
name to Curtis Mathes Holding Corporation to reflect its primary business
activity at that time.  During fiscal 1996, CMC sold its entire remaining
inventory  to a third party and negotiated a satisfaction of its  primary
debt  obligation  with  Deutsche Financial Services Corporation  ("DFS").
CMC has had no sales since that time.

     In   1996   the   Company  began  development  of  its   proprietary
Internet/television "convergence" technology, called "uniView(R)," designed
to enhance the capabilities of television.  The Company introduced its TV
set-top  box  in  1997,  which incorporated the  uniView  technology  and
included  its  own  "back  office" support and connectivity  to  its  own
Internet   service,   the  uniView  Xpressway(TM), which  was   developed
concurrently with its set-top box technology.
     
     In  1997  the  Company  continued  to  move  away  from  a  consumer
electronics  business  model, simply manufacturing  and  selling  set-top
boxes, toward its current technology development, licensing and computer-
related  consulting business model.  The Company recently acquired  three
other  consulting  companies, which have enriched its  resource  pool  of
employee  consultants across the entire spectrum of  consulting  services
offered  by  the  Company.  The transition from  a  consumer  electronics
company  to  a  technology consulting company has been completed  and  is
exemplified  by the Company's recent name change to "uniView Technologies
Corporation."

     (b)  Financial Information About Industry Segments

     Please  refer  to Note 15 on page F-32 of the Notes to  Consolidated
Financial  Statements  in  this  Form  10-K  for  information  concerning
Industry Segments.
<PAGE>
     (c)  Narrative Description of Business

Major Markets, Products and Services

     The  Company's primary focus is 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  (IT).  Various niche  markets  targeted  by  the
Company  include home healthcare, education, banking, hotel, home office,
and consumer electronics, among others.
     
      Consulting  Services  include identifying a  customer's  individual
needs  and then either modifying an existing network system, or designing
and   implementing   a   customized,   cost-efficient,   state-of-the-art
convergence network that integrates one or more devices such as  personal
computers,   set-top  boxes,  and/or  web  phones.   Administration   and
networking  offerings  include  systems  design,  systems  configuration,
project  management,  UNIX  administration,  NT  administration,   Novell
administration,   LAN   and  WAN  design,  and   Internet   connectivity.
Programming  languages supported include PERL, C, C++, Java,  and  Visual
Basic. Database consulting is available for DBA, Programming Oracle,  and
SQL Server.

     ISP  Services  include  the full-service  uniView  Xpressway,  which
allows  the  capability of providing web hosting,  web  development,  and
corporate connectivity through ISDN or dial-up, as well as providing  the
specialized Internet access and online services that enhance the advanced
features of the uniView set-top box.

     The  uniView  technology  is available for  licensing  by  customers
wishing  to manufacture and market a set-top box that provides a consumer
with  easy  and affordable access to the Internet through the  television
medium.  uniView set-top units seamlessly integrate Internet access,  fax
and   online  information  services  with  the  traditional  TV   viewing
experience  using  broadcast quality translucent graphics.   All  uniView
units  additionally  have  built-in e-mail, conference  phone,  on-screen
caller  ID,  automated  VCR  control and various  interactive  television
capabilities.    Other  unique  features  include   the   capability   of
automatically  monitoring  the  TV listings  database  and  blocking  any
programming  that  parents might find inappropriate based  on  their  own
specifications  of show, rating or specific content.  The  uniView  units
are  further  designed to accept optional input peripherals,  such  as  a
wireless  keyboard,  which  can be added as an  accessory  to  the  basic
system.   The  uniView  system  is fully operational  with  its  standard
infrared-style  remote  control; the infrared  wireless  keyboard  allows
greater  flexibility  in  "surfing" the Internet  or  sending  e-mail  by
providing a full keyboard.
     
     The  Curtis Mathes trademark is available for licensing by customers
wishing to market consumer electronics products.
Patents, Trademarks and Licenses

     The  Company  owns  or holds rights to all patents,  trademarks  and
licenses  that  it  considers  to be necessary  in  the  conduct  of  its
business, including the registered "uniView" trademark, which is due  for
renewal  in July 2003; and the registered "Curtis Mathes" name and  logo,
which is due for renewal in April, 2005.
<PAGE>     
     The  Company has also filed an "Intent to Use" with the U.S.  Patent
and  Trademark Office in connection with the "Lightning Bolts" logo which
it plans to utilize in marketing the uniView technology.
     
     The  Company has also filed an "Intent to Use" with the U.S.  Patent
and  Trademark  Office  in  connection with  the  service  mark  "uniView
Xpressway & X Design" which it plans to utilize in marketing the  uniView
Xpressway ISP and Online Service.
     
Seasonality

     Sales  of  licensed products and services are expected  to  decrease
during the first and second quarters of each calendar year as a result of
the seasonal effect of the consumer buying season, resulting in decreased
royalties,  subscription  fees and advertising revenues  payable  to  the
Company  during such periods.  Revenues generated by online  subscription
fees  to  the  uniView Xpressway service are expected to be more  uniform
than sales revenues of licensed products, but consumer-buying cycles  are
expected  to affect these revenues as well.  Although it is too early  to
predict with any certainty, sales of consulting services may prove to  be
related to the budgeting cycles of the Company's potential customers.

Manufacturing

     The  Company has no plans to manufacture any product based upon  its
technology.  Licensees of the Company's technology are expected  to  make
their   own   arrangements  for  manufacturing  and   may   use   various
manufacturers located in America and abroad to produce licensed products.

Environmental

     The  Company believes that it is presently in substantial compliance
with  all  existing applicable environmental laws and does not anticipate
that  such  compliance will have a material effect on its future  capital
expenditures, earnings or competitive position.

Customers

     The Company's customers are located throughout the United States but
concentrated  in  Texas, Oklahoma and Arkansas.  Two customers  accounted
for  12% and 11%, respectively, of the Company's total revenues in  1998,
primarily as the result of acquisition of three companies made during the
year.

Competition

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

Research and Development

     The Company views its ability to offer new, improved, and innovative
convergence technology as an important component in its plan  for  future
growth.    The   Company   intends  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, 1998, the Company employed 109 persons.  The Company
believes that its employee relations are good.
     
Prior Obligations Affecting Current Operations

     CMC's  Plan  of  Reorganization (the "Plan")  was  confirmed  as  of
October  1,  1992  and the obligations of the Plan were  assumed  by  the
Company  upon  acquisition  of  CMC.  The Company  will  continue  to  be
affected  by the reorganization only until September 30, 1998,  when  the
Plan  will  terminate.  CMC remains obligated to service past outstanding
product  warranties.  Amounts have been accrued to cover these  estimated
product  warranty  costs and an additional amount is accrued  monthly  to
cover  the  estimated costs associated with ongoing warranty support  for
products  sold through liquidation of CMC's inventory in 1996.   Many  of
the  warranties  on products sold in the past are expiring,  and  due  to
lower product sales in the past few years CMC's warranty obligations  are
slowly  diminishing.  (See Item 3 beginning on page 7 of this Form  10-K;
and  Note  8  on  page  F11, and Note 13 on page F-19  of  the  Notes  to
Consolidated Financial Statements for further warranty information.)

Warranty

     CMC  continues to meet its warranty obligations through  an  outside
warranty  service  provider which specializes  in  warranty  service  and
repair  for  consumer electronics.  By contracting these services  to  an
outside company, CMC has been able to more efficiently provide consistent
high quality warranty support, and the Company has been able to eliminate
the direct overhead associated with the warranty support function.
<PAGE>
ITEM 2.   PROPERTIES

     As  of  June  30,  1998 the Company continued to  operate  from  the
following locations:
     
Location        Purpose/Use                Owned/Leased    Square Footage
--------        -----------                ------------    --------------
Dallas, TX      Corporate Headquarters;
                Advanced Systems Group
                and Products Group
                offices; warehouse            Leased           74,882

Dallas, TX      CompuNet Support
                Systems, Inc. office          Leased            3,724

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

Ponca City, OK  Network America, Inc.
                office                        Leased              900

Fayetteville, AR  Network America, Inc.
                  office                      Leased            4,315

       The  Company's locations are deemed to be suitable for all of  the
Company's  operations and are reasonably well utilized.  As  the  Company
has moved away from consumer electronics, its need for facilities related
to  receiving,  storing  and distributing large  quantities  of  consumer
electronics  products  has diminished.  Consequently,  the  bulk  of  the
warehouse space at its current corporate headquarters location is  under-
utilized.  The lease term for this location expires in December 1999  and
management  has  already  begun to evaluate  its  current  and  projected
leasing requirements.

ITEM 3.   LEGAL PROCEEDINGS

     In  June  1998, the Company acquired 100 percent ownership of  Video
Management Inc. ("VMI"), which owned 100 percent of Network America, Inc.
("NWA"),  an  Oklahoma  corporation, and CompuNet Support  Systems,  Inc.
("CNSS"), a Texas corporation.  VMI had previously acquired NWA and  CNSS
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  and  CNSS had been pledged to  VMI  by  DataTell  as
collateral in a series of note agreements with VMI.  On May 15, 1998,  E.
Wade Griffin ("Petitioner"), an individual, filed an involuntary petition
in  bankruptcy  against DataTell requesting that an order for  relief  be
entered  against DataTell under Chapter 7 of the United States Bankruptcy
Code.   Petitioner alleged in his petition that DataTell was indebted  to
him,  that DataTell was in default on the obligation owed to him and that
"upon  information and belief, DataTell is generally not paying its debts
that  are not subject to bona fide dispute as they become due."  DataTell
filed a motion to dismiss the petition, alleging that Petitioner does not
satisfy  the  necessary  requirements and has  vigorously  contested  the
proceeding.

      The relevance to the Company of this proceeding is that if an order
for  relief is entered by the Court, and if certain other conditions  are
satisfied,  the acquisition of NWA and CNSS by VMI could be  reviewed  by
the Court to determine whether a preferential or a fraudulent transfer of
<PAGE>
those  assets had occurred under the bankruptcy code.  DataTell  and  VMI
are both cognizant that this proceeding could affect certain interests of
the  Company  in  the future.  VMI and its shareholders  have  been  very
cooperative with the Company in ensuring that these issues are resolved.

      Management  believes  that the proceeding  will  have  no  material
adverse  effect  upon the Company.  However, as with any action  of  this
type,  the timing and degree of any effect upon the Company are uncertain
and  there  can  be  no assurance that the proceeding will  not  have  an
adverse  impact  on the Company in the future.  The action  is  currently
pending and DataTell's Motion to Dismiss and Petitioner's application for
an  order for relief is currently set for hearing in October 1998 in  the
United  States  Bankruptcy  Court, Northern  District  of  Texas,  Dallas
Division,  under  Case No. 398-34353-RCM-7 (Chapter  7),  styled  In  re:
DataTell Solutions, Inc. (Tax I.D. #75-2687364), Debtor.

     Subsidiary Curtis Mathes Marketing Corporation, now known as uniView
Marketing  Corporation ("UMC"), has been named as a respondent  by  Davis
A/S ("Davis") in a commercial, international arbitration proceeding filed
on  May  26, 1998.  Davis claims that UMC breached a contract to purchase
and   sell   large-screen  projection  television  sets.    Davis   seeks
approximately $9,756,703 in damages, based on claims for lost profits and
out-of-pocket  expenses.   UMC  has  filed  a  formal  response  to   the
arbitration claim, claiming that Davis materially breached the  Agreement
by  failing to provide a product of merchantable quality, and by  failing
to  timely  provide  the "new product" contracted for in  the  Agreement.
Settlement  discussions  are  ongoing and Management  believes  that  the
proceeding  will  have  no  material adverse  effect  upon  the  Company.
However,  as with any action of this type, the timing and degree  of  any
effect upon the Company are uncertain and there can be no assurance  that
the  proceeding  will not have an adverse impact on the  Company  in  the
future.  The action is currently pending in the International Chamber  of
Commerce  Court of Arbitration under Case No. 9981 FMS, styled Davis  A/S
v. Curtis Mathes Marketing Corporation.

     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, 1998.

      CMC  remains  subject to a Chapter 11 Plan of  Reorganization  (the
"Plan")  until  September 30, 1998, when it expires.  In connection  with
its acquisition of CMC, the Company agreed to comply in all respects with
the  Plan.   Under the Plan, CMC received a discharge of all pre-petition
debts,  except  for those specifically allowed under the Plan.   CMC  has
been  further required by the Plan to maintain certain cash  reserves  to
cover   its   outstanding  product  warranties,  to  make  certain   cash
contributions  proportional to its income toward the payment  of  certain
classes of allowed claims, and has been restricted in certain areas  that
relate  to  corporate structure and to financial activities  outside  the
ordinary course of business.

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

     The  Company's  Common  Stock, $.10 par value (the  "Common  Stock")
trades on the Nasdaq Stock MarketSM under the symbol "UVEW."  "The Nasdaq
Stock  Market"  or  "Nasdaq" is a highly-regulated electronic  securities
market comprised of competing Market Makers whose trading is supported by
a  communications network linking them to quotation dissemination,  trade
reporting,  and  order  execution systems.   This  market  also  provides
specialized   automation  services  for  screen-based   negotiations   of
transactions,  online  comparison  of  transactions,  and  a   range   of
informational services tailored to the needs of the securities  industry,
investors and issuers.  The Nasdaq Stock Market consists of two  distinct
market  tiers:  the  Nasdaq  National Marketr  and  the  Nasdaq  SmallCap
MarketSM.   The  Nasdaq  Stock Market is operated  by  The  Nasdaq  Stock
Market,  Inc.,  a wholly-owned subsidiary of the National Association  of
Securities  Dealers,  Inc.   The  quarterly  high  and  low  trade  price
information for the Company's Common Stock for each quarter in  the  last
two  fiscal  years  are  presented below.  (The prices  shown  have  been
adjusted to comparable values to reflect a 10 to 1 reverse split  of  the
Common Stock, which occurred on April 22, 1998).

     Quarter Ending Date                High Trade          Low Trade
     Fiscal 1998

     June 30, 1998                      $ 5.00              $ 1.41
     March 31, 1998                     $ 6.25              $ 1.25
     December 31, 1997                  $ 8.44              $ 1.25
     September 30, 1997                 $ 9.69              $ 4.69

     Fiscal 1997

     June 30, 1997                      $18.13              $ 8.75
     March 31, 1997                     $20.56              $10.19
     December 31, 1996                  $18.75              $ 6.25
     September 30, 1996                 $25.31              $13.13

     As   of  July  31,  1998  there  were  approximately  12,000  record
shareholders and 10,032,669 common shares outstanding.  The  Company  has
never paid cash dividends on common shares, and does not anticipate doing
so in the foreseeable future.
     
ITEM 6.   SELECTED FINANCIAL DATA

     All  financial data for the years referenced below were derived from
the  Consolidated Financial Statements of the Company for those years and
the  comparability  of  the  information  is  affected  by  acquisitions,
dispositions, and other transactions which are described in the footnotes
which accompany those Consolidated Financial Statements, and which should
be  read  in  conjunction with this five-year financial  summary.   Other
factors  which  may affect the comparability of the information  for  the
more recent fiscal years are discussed further in Item 7 below.
<PAGE>
<TABLE>
<CAPTION>
                           Year Ended June 30,
                           ------------------------------------------------------------------------------------
                           1998             1997             1996             1995             1994
                           ----             ----             ----             ----             ----
Consolidated Statement
of Operations Data
----------------------
<S>                        <C>              <C>              <C>              <C>              <C>
Net Sales or Operating
  Revenues(1)              $  2,487,213     $  2,503,512     $  7,656,836     $ 21,267,244     $ 14,730,847

Net Income (Loss)           (17,418,141)      (7,509,040)      (5,887,313)      (4,236,585)        (309,444)
Income (Loss)
  per Common Share(2)             (3.37)(3)        (2.33)(4)        (3.55)(5)        (4.40)(6)        (0.50)(7)
Income (Loss) from
  Continuing Operations(1)  (17,418,141)      (8,298,466)      (5,887,313)      (4,409,585)      (1,009,042)
Income (Loss) from
  Continuing Operations
  per  Common Share(1),(2)        (3.37)(3)        (2.57)(4)        (3.55)(5)        (4.60)(6)        (1.40)(7)

Consolidated Balance
Sheet Data
--------------------
Total Assets                 17,728,662     $ 15,474,753     $ 15,210,406     $ 14,088,400     $ 18,260,221

Long Term Debt including
  Current Maturities             29,361          961,030        1,450,435        3,282,706        2,204,611

Shareholders' Equity          7,300,231       12,300,635       11,723,532        2,920,780        4,217,485
</TABLE>

(1)  1994 adjusted based upon the disposition of SMI subsequent to fiscal
     year end.

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

(3)  For  the  year  ended June 30, 1998, for purposes of computation  of
     earnings  per  share,  net loss was increased  for  preferred  stock
     dividends $391,445 ($0.07 per common share) and the computation  was
     based upon  5,282,511 weighted average shares outstanding.

(4)  For  the  year  ended June 30, 1997, for purposes of computation  of
     earnings  per  share,  net loss was increased  for  preferred  stock
     dividends  of  $27,223 ($0.00 per common share) and the  computation
     was based upon  3,230,759 weighted average shares outstanding.

(5)  For  the  year  ended June 30, 1996, for purposes of computation  of
     earnings  per  share,  net loss was increased  for  preferred  stock
     dividends  of $300,040 ($0.17 per common share) and the  computation
     was based upon 1,743,201 weighted average shares outstanding.

(6)  For  the  year  ended June 30, 1995, for purposes of computation  of
     earnings  per  share,  net loss was increased  for  preferred  stock
     dividends  of  $78,188 ($0.08 per common share) and the  computation
     was based upon 941,650 weighted average shares outstanding.
<PAGE>
(7)  For  the  year  ended June 30, 1994, for purposes of computation  of
     earnings  per  share,  net loss was increased  for  preferred  stock
     dividends  of $121,329 ($0.15 per common share) and the  computation
     was based upon 816,862 weighted average shares outstanding.

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  the  Company's  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
     
      When  used  in  this  Form  10-K,  the  words  "plans,"  "expects,"
"anticipates,"  "estimates,"  "believes"  and  similar  expressions   are
intended to identify forward-looking statements.  Such statements,  which
may include statements contained in the following section, are subject to
risks  and  uncertainties,  discussed in  greater  detail  in  the  "Risk
Factors"  section  of the Company's latest registration  statement  filed
with  the  Securities and Exchange Commission, that  could  cause  actual
results  to  differ materially from those projected or discussed.   These
forward-looking statements speak only as of the date of this  Form  10-K.
The  Company expressly disclaims any obligation or undertaking to release
publicly any updates or change in the Company's expectations with  regard
thereto or any change in events, conditions or circumstances on which any
such statement may be based.

                                Overview

     During  1998,  the  Company  continued  the  implementation  of  its
technology   development,   licensing  and  computer-related   consulting
business  model  and the refinement of its convergence  technology.   The
development  of  the Company's total convergence technology  package  has
been  completed  and, as a result of its aggressive plan of  development,
the Company has become the first and, to management's knowledge, the only
company capable of delivering customizable "End to End Solutions"  for  a
variety  of niche applications.  Before now, a company wishing  to  enter
the  convergence market with a complete system had to either develop  the
technology  itself  or  license  hardware technology  from  one  company,
Internet  connectivity  from another company, and  on-line  content  from
still  another.   Now, for the first time, hardware,  software,  Internet
connectivity,  and on-line content are all available in one  package  for
companies  wishing  to enter the convergence market in  general,  or  for
those  wishing  to  enter  a specific market, such  as  home  healthcare,
education,  banking, hotel, home office, or consumer  electronics,  among
others.
     
       The  Company's  recent  acquisitions  of  three  other  consulting
companies have enriched its resource pool of employee consultants  across
the  entire spectrum of consulting services offered by the Company, while
providing the Company with a base of existing revenues upon which it  can
build  as it goes forward into a new fiscal year.  The transition from  a
consumer  electronics company to a technology development, licensing  and
computer-related  consulting company is complete and management  believes
that  the  Company is poised to begin reaping the rewards of its previous
hard work during the coming year.
<PAGE>
                          Results of Operations

Revenues

      Sales for 1998, which were $ 2.49 million, were comparable to sales
of  $2.50  million from 1997.  During fiscal 1998, the Company introduced
its  uniView  set-top box and uniView Xpressway Internet service  to  the
market.  Revenues generated from these products and services during  1998
have  been  insignificant, which can be attributed  in  part  to  overall
depressed  sales  levels in the market for this product group  generally,
and  can  also  be  attributed to the Company's evolving  business  model
during  1998  of  continuing  to move away from  a  consumer  electronics
business  model to its current business model.  Substantially  all  sales
for  1998  occurred as a direct result of the Company's pooling of  newly
acquired subsidiaries.

      Sales  for  1997  decreased  to  $2.50  million  from  1996,  which
represents  a  decline of $5.15 million.  This decrease occurred  as  the
Company  redirected its primary focus to the development of  the  uniView
product  line.   Unforeseen  delays in the introduction  of  the  uniView
product  in  fiscal 1997 contributed to diminished sales for  that  year.
All sales for the year ended June 30, 1997 are a result of finished goods
television  products being exchanged for advertising from a  major  cable
television network.

Gross Margin

      Gross margin for the sale of products for 1998 was $497,512.  Gross
margin for service revenue for 1998 was ($1,004,666).  Gross margins  for
product  sales  and  services provided by the  acquired  subsidiaries  is
expected to remain fairly consistent in the future, but is not comparable
to  1997  as a result of a different product and service mix provided  in
1998.

      Gross margin, as a percentage of sales for 1997, was a negative 4%,
compared to 10.3% in 1996.  During fiscal 1997, dated inventory was  sold
at  below  original  cost  while costs of running  nationwide  points  of
presence  for the uniView Xpressway online service resulted in additional
negative costs.

Inventory and Software Costs Write-Down

      The  Company originally positioned itself to sell uniView  set  top
boxes  on  a  retail basis and to offer the technology for  licensing  by
other  companies wishing to manufacture and market this type  product  in
the consumer electronics market.  However, as the Company's initial sales
and   consumer  acceptance  of  this  product  category  generally   were
progressing more slowly than expected, the Company realized that  set-top
box  sales alone would not produce the kind of return on investment  that
the   Company  hopes  to  achieve  for  its  shareholders.   The  Company
redirected its focus and determined not to sell uniView set top boxes  on
a  retail  basis,  but rather to bundle the product,  together  with  its
connectivity  and  other  computer-related  services,  and   market   the
resulting  package  in a commercially based market.  Accordingly,  during
1998  the Company wrote down its inventory related to the set top box  by
$869,490, which represents the inventory's estimated net realizable value
on a retail basis.
<PAGE>
       Software  development  costs  are  comprised  of  two  significant
categories:   those related to the uniView set top box and those  related
to  the  uniView  Xpressway  Internet service.   Management's  plan  from
inception  was to create and maintain the uniView technology as state-of-
the-art  convergence technology, and during 1998 continued implementation
of  this plan by taking the necessary steps to ensure the development  of
timely  upgrades  of  certain portions of the  uniView  technology.   The
upgrades  principally  relate to software changes  in  the  platform  and
operating system of the set top box.

      Approximately  $2.4 million of costs were capitalized  in  1998  in
connection with the uniView set top box.  Capitalized software costs  for
the existing platform and operating system, which are not expected to  be
used  in  the next generation of the uniView set top box on a  go-forward
basis, were expensed and amounted to approximately $3 million.

      Software  development  costs capitalized  in  connection  with  the
uniView Xpressway Internet service during 1998 and 1997 were $828,000 and
$1,151,000,  respectively.  The Company originally positioned  itself  to
market  its uniView Xpressway Internet services to a broad based consumer
market,  consistent with its initial marketing strategy for  the  set-top
box.  The Company has redirected its focus and has determined to  promote
those  services  in  the commercial market, as an integral  part  of  the
uniView  package.   In  connection with this  refocus  and  a  review  of
capitalized   software   costs,  during  1998   the   Company   wrote-off
approximately $452,000 of software development costs attributable to  the
uniView Xpressway Internet service.

Operating Expenses

      During fiscal 1998, compensation expense increased by $1.38 million
over  1997 as a result of an increase in the number of employees  of  the
Company.  Amortization  of goodwill, trademark and  software  development
costs,  and  depreciation of property plant and  equipment  increased  by
approximately  $2.34  million during 1998.  This results  primarily  from
amortization of the capitalized software costs which the Company began to
amortize  in  1998, as well as depreciation of equipment related  to  the
Internet  service,  which  the Company began depreciating  in  1998.   In
addition,  the  Company  amortized  goodwill  in  connection   with   its
acquisitions of CNS and VMI.  VMI had existing goodwill on its  books  at
the  time  that it was acquired by the Company.  In connection  with  the
Internet  service,  the  Company expensed approximately  $1  million  for
connectivity  related  to  frame relay, local loop  carrier  charges  and
points  of  presence.   These increases were partially  offset  by  other
increases and decreases in expenses.

      Operating  expenses for fiscal 1997 increased  by  $2,500,000  from
1996.   Significant  components  of  this  increase  are  $1,981,000  for
advertising   and   $517,000  for  research   and   development.    Where
appropriate,  the  Company  has elected to  capitalize  certain  expenses
relating  to  the  uniView  product line and uniView  Xpressway  Internet
service.

Interest Expense

      Interest expense increased from $86,000 in fiscal 1997 to  $307,000
in  fiscal  1998.   This increase is primarily the result  of  additional
borrowings during 1998 intended to fund the uniView product and  Internet
service operations.
<PAGE>
      Interest  expense  declined from $583,000  during  fiscal  1996  to
$86,000  during  fiscal 1997.  This decline resulted from  the  continued
decline in average borrowings outstanding.

                     Liquidity and Capital Resources

Cash Flows From Operations

     Cash used by operations for the fiscal years ended June 30, 1998 and
1997  were ($6,290,000) and ($7,270,000), respectively.  Major components
of  cash  flows  from  operations  in fiscal  1998  included:  $1,753,000
decreases in prepaid expenses, a significant portion of which relates  to
amounts  reclassified  to  inventory which accounts  for  the  $1,111,000
increase in inventory, approximately $500,000 of the decrease in  prepaid
expenses  relates to advertising costs expensed in 1998; the increase  in
accounts  payable, accrued liabilities, and other current liabilities  of
$3,283,000;   $3,168,000  for  depreciation and amortization;  $4,389,000
for the write down of inventory and capitalized software; and the effects
of a $17,418,000 loss from operations.

     Cash used by operations for the fiscal years ended June 30, 1997 and
1996 were ($7,270,000) and ($1,920,000), respectively.   Major components
of  cash  flows  from  operations  for  1997  included:   $1,825,000  for
increases  in prepaid expenses related to parts inventory components  for
uniView production; $789,000 for recognition of gain on extinguishment of
debt (net of income taxes of $463,000); the increase in accounts payable,
accrued  liabilities,  and  other payables of  $1,439,000;  $691,000  for
depreciation  and  amortization; and the effects of a  ($7,509,000)  loss
from operations.

Cash Flows From Investing Activities

      During  fiscal 1998, the Company purchased for cash  $1,287,000  of
property  plant  and  equipment as compared to $2,100,000  during  fiscal
1997.   The  expenditures during 1998 relate primarily  to  property  and
equipment  in  connection with the Internet service.   The  Company  paid
$3,219,000 in cash for continued development of the uniView set  top  box
product  line  and Internet services as compared to $3,650,000  spent  in
cash  developing  these product lines during fiscal 1997.   Additionally,
during 1998, the Company collected $627,000 on notes receivable.

      During  fiscal 1997, the Company purchased, for cash, approximately
$2,100,000  of property, plant and equipment as compared to approximately
$136,000 during fiscal 1996.  The Company also paid $3,650,000 in cash in
1997  for  development of software pertaining to the uniView and  uniView
Xpressway  product  lines.  Further, $1,114,000  was  paid  in  cash  for
licensing  of  technologies pertaining to software for  the  uniView  and
uniView Xpressway product lines.

Cash Flows From Financing Activities

      The  Company  generated  net  cash  from  financing  activities  of
$11,706,000  during  the fiscal year ended June  30,  1998.   Significant
components  included:   $9,650,000 received  from  preferred  and  common
stock; $2,500,000, the significant portion of which was received under  a
borrowing  arrangement;  $414,000 for payments  on  long  term  debt.   A
significant portion of the preferred stock issued for cash was  converted
into common stock.
<PAGE>
      The  Company  generated  net  cash  from  financing  activities  of
$11,767,000  during  the fiscal year ended June  30,  1997.   Significant
components  included $8,296,000 received from issuances of preferred  and
common  stock;  $1,000,000  received from advances  under  the  Company's
borrowing   arrangement  that  was  later  converted  to  common   stock;
$1,173,000  paid  in  cash  for preferred stock  redeemed;  $643,000  for
payments on long term debt; and the receipt of $4,352,000 cash for common
stock issued in the prior year.

                              Other Matters

Cash Flow
     
      During  the  fiscal years ended June 30, 1998, 1997  and  1996  the
Company   did   not  achieve  a  positive  cash  flow  from   operations.
Accordingly,  the Company relies on available borrowing arrangements  and
continued sale of its common stock and preferred stock to fund operations
until  a  positive cash flow from operations can be achieved.  Management
believes that, with the recent acquisitions, and by continuing to conduct
its operations in accordance with its revised business model, the Company
should expect to achieve a positive cash flow in the coming fiscal  year;
however,  if the Company is unable to achieve a positive cash  flow  from
operations,   additional  financing  or  placements  will  be   required.
Management continually evaluates opportunities with various investors  to
raise  additional  capital,  without  which,  the  Company's  growth  and
profitability  could  be restricted.  Although management  believes  that
sufficient  financing resources are available, there can be no  assurance
that  such resources will continue to be available to the Company or that
they will be available upon terms favorable to the Company.

Readiness for Year 2000

      The  Company's assessment of its Year 2000 issues is not  complete,
however, the Company has taken actions to assess the nature and extent of
the  work required to make its systems, products and infrastructure  Year
2000  ready.   The  Company intends to work toward  making  its  internal
information  technology Year 2000 ready, which may include  replacing  or
updating existing computer systems as needed.  Additionally, the  Company
plans to evaluate the Year 2000 readiness of its consultants, vendors and
suppliers.   Where  the  Company determines  that  critical  consultants,
vendors  or  suppliers are not Year 2000 ready, the Company will  monitor
their progress and take appropriate actions.  The Company believes it  is
taking  the  necessary steps to resolve Year 2000 issues  and,  based  on
current  progress and future plans, the Company believes  that  the  Year
2000  date change will not significantly affect the Company's ability  to
deliver  products  and  services to its  customers  on  a  timely  basis;
however,   given  the  uncertain  consequences  of  failure  to   resolve
significant Year 2000 issues, there can be no assurance that any  one  or
more  such  failures  would not have a material  adverse  effect  on  the
Company.

Factors That May Affect Future Results

      The  Company  participates in a highly volatile industry  which  is
characterized  by  rapidly  changing patterns  and  fierce  industry-wide
competition.  It is clear that the Company will be required from time  to
time  to  adjust its focus to adapt to the rapidly changing  marketplace.
Any delay or failure of the Company in anticipating or responding to such
<PAGE>
rapidly  changing  conditions  could have  an  adverse  effect  upon  the
anticipated operating results of the Company.

Outlook:  Issues and Uncertainties

       The  Company  does  not  provide  forecasts  of  future  financial
performance.   While  management continues to pursue  new  business  that
complements the Company's overall business plan, the following issues and
uncertainties,  among  others,  should be considered  in  evaluating  its
growth outlook.

Rapid Technological Change

      The  computer  systems  design services and convergence  technology
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 the Company's existing and
announced  technologies, products and services obsolete or  unmarketable.
The development cycle for new technology may be significantly longer than
the Company's past development cycle for existing and proposed technology
and may require the Company to invest its resources in areas that may not
become  profitable.  There can be no assurance that the  expected  demand
for the Company's technologies, products and services will materialize or
continue or that the mix of the Company's future offerings will keep pace
with  technological changes or satisfy evolving customer  preferences  or
that  the  Company 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 the Company's business, operating results and financial
condition.

Long-term Research and Development Investment Cycle

      Software  requires  an  investment in its development  which  often
involves  a  long  payback  cycle.   The  Company  has  made  significant
investments in software research and development in the past,  which  may
not  be  recouped  by the Company in the near future; however,  with  the
completion  of its "End to End Solution" management expects spending  for
research  and  development in 1999 to decrease  significantly  from  1998
levels.

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

      The Company regards its convergence technology containing software-
related  components as proprietary and relies primarily on a  combination
of  trademark, copyright and trade secret laws, employee and  third-party
nondisclosure agreements, and other methods to protect these  proprietary
rights.   As the number of convergence products in the industry increases
and  the functionality of these products overlap, infringement claims may
also  increase.   There can be no assurance that third parties  will  not
assert infringement claims against the Company in the future with respect
to current or future products.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Consolidated  Financial Statements and related  Financial  Statement
Schedules are included at pages F-1 through F-36 in this Form 10-K.
<PAGE>
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.

                                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  the
Company's  Board of Directors as of June 30, 1998, 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, 49, is the Chairman of the Board, President  and
Chief  Executive Officer of the Company.  Mr. Custer served as a director
of  the  Company from 1984 to 1985, and from 1987 until the present.   He
served as President and Chief Executive Officer of the Company 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  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,  57, has been a director of  the  Company  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  a  co-founder  of  the  Coronado Group, which  provides  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, 50, has been a director of  the  Company  since
March,  1994.  He has also served as Vice President/ General  Counsel  of
the  Company  since October, 1993, and as Secretary of the Company  since
June,  1994.   Mr.  Robinson  has  over twenty  years  legal  experience,
representing banks and other financial institutions, with a concentration
in  commercial transactions and real estate.  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.
<PAGE>
     Bernard  S.  Appel,  66, has been a director of  the  Company  since
February,  1995.  He has 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
August, 1993, Mr. Appel has operated the private consulting firm of Appel
Associates.   He  is  a director of Integrated Technology  USA,  Inc.,  a
company with a class of securities registered pursuant to section  12  of
the Exchange Act of 1934.

                       Executive Officers

     The following sets forth, with respect to each executive officer  of
the  Company  not heretofore named, as of June 30, 1998, his  name,  age,
present position and offices held with the Company, period of service  in
such capacity, and other business experience.

     F.  Shelton Richardson, Jr., 39, was Vice President/ Chief Financial
Officer  of the Company from February, 1995 through September  18,  1998.
From  February, 1990 to February, 1995 he was Chief Financial Officer  of
Captivision,  Inc.,  a consulting firm specializing  in  electronics  and
telecommunications ventures.  Mr. Richardson holds a Bachelor of  Science
degree  in Accounting and Taxation from the University of Houston  and  a
Master of Business Administration from Houston Baptist University.

     Thomas  W. (Bill) Park, 63, has been Vice President/ Chief Operating
Officer  of various subsidiaries of the Company October 3, 1994.   He  is
responsible for securing strategic technology partners to ensure leading-
edge product design and manufacturing of uniView products and the uniView
Xpressway systems and services.  He has in the past managed annual  sales
in  excess  of $250 million, both domestic and abroad.  Mr.  Park  has  a
dynamic  breadth  of  experience  in  manufacturing,  quality  assurance,
engineering,  product  development and customer  service,  and  he  is  a
recognized expert in the consumer electronics industry.  Mr. Park enjoyed
a  career  of  29 years with CMC, before leaving in August,  1993  for  a
position  as  Vice  President  of Benelec Corporation,  an  international
trading  company  dealing  in electronics, medical  supplies,  and  other
products.  From August, 1993 until his return to the company in 1994, Mr.
Park continued to make his knowledge and experience available to CMC as a
consultant.   During his career with CMC, he served in various  positions
with the company, beginning as an Office Manager/ Cost Accountant in 1964
and culminating as Executive Vice President in 1985, in which capacity he
served  until  1993.   Mr.  Park has traveled extensively  and  maintains
valuable  business contacts in Europe and Asia.  He holds a  Bachelor  of
Business Administration degree in Finance from the University of Texas.
     
     Thomas  P.  O'Mara, 38, joined the Company in August, 1996,  and  in
April,  1997 was promoted to Vice President/ Sales and Marketing  of  all
operating  subsidiaries of the Company, bringing with him  more  than  14
years of experience in the consumer electronics industry.  Mr. O'Mara  is
responsible  for  the  sales,  marketing  and  advertising  strategy  for
uniView's  set-top  box  applications, and  the  uniView  Xpressway,  the
Company's  Internet-access system and on-line service. In  addition,  Mr.
O'Mara   has  applied  his  broad  technology  expertise  in  the  actual
development,  design  and execution of the uniView technology.   He  also
supervises  corporate  marketing  and  communications,  channel   partner
programs, and strategic alliance programs.  Prior to joining the Company,
Mr. O'Mara spent 13 years with Pioneer Electronics, during which time  he
was directly involved in sales and marketing aspects for the majority  of
<PAGE>
all  of  Pioneer's consumer electronics products.  Mr. O'Mara received  a
bachelor  of  business administration degree in accounting  from  LaSalle
University (Philadelphia, Pa.).

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

     Section  16(a)  of  the  1934 Act ("Section  16(a)"),  requires  the
Company's directors, executive officers and persons who beneficially  own
more  than  10% of a registered class of the Company's equity  securities
("10%  Owners") to file reports of beneficial ownership of the  Company's
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  the Company 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 the Company, or written  representations
that  no year-end Form 5 filings were required for transactions occurring
during  fiscal year ended June 30, 1998, the Company believes that during
the   fiscal  year  ended  June  30,  1998,  all  Section  16(a)   filing
requirements  applicable  to its directors, executive  officers  and  10%
Owners were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

                     Summary Compensation Table

     The  following table summarizes the compensation paid over the  last
three completed fiscal years to the Company's Chief Executive Officer and
any  other executive officer of the Company who received compensation  of
$100,000 or more during the fiscal year ended June 30, 1998.
<TABLE>
<CAPTION>
                                                               Long Term Compensation           
                           Annual Compensation                 Awards                       Payouts

(a)               (b)      (c)       (d)      (e)              (f)          (g)             (h)      (i)
                                                                                                     
                                                                                                     All
                                                                                                     Other
Name and          Year                        Other            Restricted   Securities      LTIP     Compen-
Principal         Ended                       Annual           Stock        Underlying      Payouts  sation
Position          Jun. 30  Salary($) Bonus($) Compensation($)  Award(s)($)  Options/SARs(#)  ($)      ($)       
<S>               <C>      <C>       <C>      <C>              <C>          <C>             <C>      <C>
Patrick A. Custer 1998     170,000     -0-     12,000            -0-         15,000          -0-       -0-
  Chairman of the 1997     151,310    11,200   12,000            -0-         40,000          -0-       -0-
  Board and CEO   1996     102,692     -0-     12,000           59,750        -0-            -0-       -0-

Billy J. Robinson 1998     125,000     -0-     27,500           18,177       15,000          -0-       -0-
  Vice President, 1997     110,481    11,200   27,500           43,625       15,000          -0-       -0-
  General Counsel 1996      72,981     -0-     27,500           79,475        -0-            -0-       -0-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  Option/SAR Grants in Last Fiscal Year
      The following table shows all individual grants of stock options to
the named executive officers during the fiscal year ended June 30, 1998.
                                                                               Grant Date
                   Individual Grants                                           Value
                   -------------------------------------------------------     ----------
(a)                (b)         (c)          (d)                 (e)            (f)

                   Number of   % of Total
                   Securities  Options/
                   Underlying  SARs         
Name and           Options/    Granted to   Exercise  Market                   Grant
Principal          SARs        Employees    or Base   Price on                 Date
Position           Granted     in Fiscal    Price     the Date  Expiration     Present
                   (#)(1)(2)   Year(2)      ($/Sh)    of Grant  Date           Value(3)
<S>                <C>         <C>          <C>       <C>       <C>            <C>
Patrick A. Custer
  Chairman of the
  Board and CEO    15,000      20%          $2.30     $2.50     April 14, 2003 $18,066

Billy J. Robinson
  Vice President,
  General Counsel  15,000      20%          $2.30     $2.50     April 14, 2003 $18,066
</TABLE>
(1)  Options have a five-year life, vest in increments over one and  one-
     half  years and are priced at the average closing bid price  of  the
     Common  Stock, as reported by NASDAQ, for the five (5) trading  days
     immediately preceding the date of grant.

(2)  The Company has not made any grants of SARs.

(3)  The  options were valued as of April 15, 1998 using the SFAS  123  -
     Black Scholes Option Pricing Model, assuming expected volatility  of
     79%, a 6% estimated risk-free rate of return, 0% dividend yield, and
     time  of  exercise of 2.0 years.  (Please refer to Note 10 beginning
     on  page  F-12 of the Notes to Consolidated Financial Statements  in
     this  Form  10-K  for  further  information  concerning  pricing  of
     options.)
<PAGE>
           Aggregated Option/SAR Exercises in Last Fiscal Year
                  and Fiscal Year-End Option/SAR Values
                                    
      The following table shows aggregate exercises of options (or tandem
stock  appreciation  rights) and freestanding stock  appreciation  rights
during the fiscal year ended June 30, 1998 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 (#)(2)       FY-End ($)(2)(3)
Name and           Shares       Value 
Principal          Acquired     Realized  Exercisable (E)/    Exercisable/
Position           on Exercise  ($)(1)    Unexercisable (U)   Unexercisable
--------           -----------  ------    -----------------   -------------
Patrick A. Custer
  Chairman of the                            20,000 (E)          --
  Board and CEO         --        --         30,000 (U)          --

Billy J. Robinson
  Vice President,                            12,500 (E)          --
  General Counsel       --        --         17,500 (U)          --

(1)  The Company has not made any grants of SARs.

(2)  On  June 30, 1998 the options were not considered "in-the-money," as
     the  fair  market value of the underlying securities  on  that  date
     ($2.16) did not exceed the exercise price of the options.

                   Compensation of Directors

     None  of the inside directors are paid compensation as such,  except
for  services performed in another capacity, such as an executive officer
of  the Company.  The outside directors of the Company are paid $500  per
meeting,  plus  their expenses for attending Board of Director  meetings.
During  fiscal  1998, the Company additionally granted each  of  the  two
outside directors stock options to purchase 75,000 shares of Common Stock
of  the  Company.  The options have a five year life, vest in  increments
during  the one and one-half year period following the date of grant  and
are  priced  at  the average closing bid 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 $2.30 per share
and  the market price of the Common Stock on the date of grant, April 15,
1998, was $2.50 per share.

Employment Contracts and Termination and Change-in-Control Arrangements
     
     In  April  1997 the Company entered into employment agreements  with
named executive officers Messrs. Custer and Robinson for approximately  a
three-year term with the Company. The terms of both employment agreements
include  an  agreed annual salary, employee benefits, nonstatutory  stock
options,  portions  of  which  vest at certain  times  depending  on  the
employee's  continued tenure with the Company, and provisions  concerning
termination of employment upon sale or change in control of the Company.
<PAGE>
Compensation Committee Interlocks and Insider Participation

     Mr.  Custer and Mr. Robinson participated in advising the  Company's
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  of  the
Company;  and Mr. Robinson is Vice President, Secretary, General Counsel,
and a Director.

      Board of Directors Report on Executive Compensation

Executive Compensation

     The Company has structured its executive compensation program within
the  financial  framework of the Company with a goal  of  attracting  and
retaining  high-quality  executive  talent.  The  executive  compensation
program  consists  generally of base salary and  employee  benefits.  The
Company  reviews its compensation programs periodically and compares  its
pay  practices  with other similar companies and with  companies  staffed
with  similarly-skilled executives. During the first  fiscal  quarter  of
each year, the Company reviews salary increases for the current year and,
considering  the  Company's  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, 1998, Mr. Custer received $182,000  and
nonstatutory  employee stock options, the vested  portion  of  which  was
valued  at  $6,022,  for his services as President  and  Chief  Executive
Officer  of  the Company.  The factors the Company considered in  setting
his  compensation  include Mr. Custer's leadership in  restructuring  the
Company,   his   contribution  to  the  strategic  focus  and   financial
positioning  of  the  Company,  and  included  a  consideration  of   his
responsibilities, experience, and skills.
     
     Patrick A. Custer (Chairman)       Edward M. Warren
     Bernard S. Appel                   Billy J. Robinson

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

                            Performance Graph

     During  the  past  fiscal  year, the Company  changed  its  Standard
Industrial  Classification system (SIC) code from 3651  (Household  Audio
and  Video  Equipment)  to North American Industry Classification  System
(NAICS) code 541512 (Computer Systems Design Services).  This change  was
made  to  reflect  the current nature of the Company's  primary  business
activities.
<PAGE>     
     The  following  graph  compares total  stockholder  returns  of  the
Company  (`uniView")  since  June 30, 1993 to  three  indices:   (1)  the
"NASDAQ Market Index ("NASDAQ");" (2) the aggregate price performance  of
equity  securities of companies classified under NAICS code  541512  (the
Company's  new  code) for Computer Systems Design Services ("MG  Group");
and (3) the aggregate price performance of equity securities of companies
classified  under  SIC code 3651 (the Company's old code)  for  Household
Audio and Video Equipment ("SIC Code").
     
     The  total  return shown for the Company's stock and for each  index
assumes  the reinvestment of dividends, even though dividends have  never
been declared on the Company's 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  SIC  Code
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 SIC code 3651 for consumer  electronics
(Household Audio and Video Equipment).

     The  graph  should  be viewed in the context of the  disposition  of
Southwest Memory, Inc. by the Company during fiscal year ended  June  30,
1995,  the  curtailment  of the commodity consumer  electronics  business
operations of the Curtis Mathes Corporation subsidiary during fiscal year
ended  June 30, 1996, and the introduction during fiscal year ended  June
30,  1997  of  the  Company's technologically  advanced  Internet  access
uniView   products  and uniView Xpressway  Online Service.   Accordingly,
the graph may not necessarily indicate future performance of the Company.
                                                         
         6/30/93   6/30/94  6/30/95   6/30/96  6/30/97   6/30/98
                                                         
uniView   100.00    312.50    68.80    137.50    90.60     21.60
                                                         
MG Group  100.00    124.17   161.62    213.95   198.14    249.57
                                                         
NASDAQ    100.00    109.66   128.61    161.89   195.02    258.52
                                                         
SIC Code  100.00    149.00   122.80    150.98   176.61    154.49

     The  foregoing  graph  is not incorporated in any  prior  or  future
filings  of  the Company under the 1933 Act or the 1934 Act,  unless  the
Company  specifically incorporates 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  July  31,
1998  with  respect to the beneficial ownership of Common  Stock  by  (i)
persons known to the Company to be the beneficial owners of more than  5%
of  the  outstanding shares of Common Stock, (ii) all  directors  of  the
Company,  (iii)  each  of the executive officers  named  in  the  Summary
Compensation  Table  (appearing in Item 11) and (iv)  all  directors  and
executive  officers  of  the Company and significant  subsidiaries  as  a
group.
<PAGE>
     The  number  of  shares of Common Stock beneficially owned  by  each
individual  set  forth  below  is  determined  under  the  rules  of  the
Commission   and  the  information  is  not  necessarily  indicative   of
beneficial ownership for any other purpose.  Under such rules, beneficial
ownership  includes  any  shares as to which an individual  has  sole  or
shared  voting  power  or  investment  power  and  any  shares  which  an
individual presently, or within 60 days of September 28, 1998  (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

     Alscomm, Inc.            800,000(1)                    7.97%
     16885 Dallas Parkway,
     Suite 313
     Dallas, Texas 75248

Directors

     Patrick A. Custer        344,040(2)                    3.43%
     Edward M. Warren          82,750(3)                    0.82%
     Billy J. Robinson         30,389(4)                    0.30%
     Bernard S. Appel          67,500(5)                    0.67%

Executive Officers

     Patrick A. Custer        344,040(2)                    3.43%
     Billy J. Robinson         30,389(4)                    0.30%

All Directors and Executive
     Officers as a Group      579,629(6)                    5.78%

(1)  Common shares owned.

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

(3)  Includes 20,250 shares owned outright, and 62,500 shares issuable to
     Mr. Warren upon exercise of vested nonstatutory stock options.

(4)  Includes 17,889 shares owned outright, and 12,500 shares issuable to
     Mr.  Robinson  upon exercise of vested nonstatutory  Employee  Stock
     Options.
<PAGE>
(5)  Includes 5,000 shares owned outright, and 62,500 shares issuable  to
     Mr. Appel upon exercise of vested nonstatutory stock options.

(6)  Includes  524,679 shares beneficially owned by all directors.   Also
     includes 1,500 shares owned outright, and 14,500 shares issuable  to
     Mr.  Richardson upon exercise of vested nonstatutory Employee  Stock
     Options.   Also  includes 6,695 shares owned  outright,  and  13,860
     shares  issuable  to  Mr. Park upon exercise of vested  nonstatutory
     Employee  Stock Options.  Also includes 5,895 shares owned outright,
     and  12,500  shares issuable to Mr. O'Mara upon exercise  of  vested
     nonstatutory Employee Stock Options.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During  fiscal year ended June 30, 1998, the Company engaged in  the
transactions  described below with various entities affiliated  with  the
Company.   Management  believes these transactions contain  substantially
competitive terms as those available from unaffiliated sources.

               Transactions with Related Parties

     In  January 1997 the Company and a limited partnership, CMLP  Group,
Ltd.  entered into a Joint Venture Agreement relating to the  acquisition
and  development  of  certain real estate  as  the  future  site  of  the
Company's  corporate offices.  The initial capital of the  joint  venture
consisted  of  $276,285.27 contributed by CMLP Group, Ltd.  and  $354,000
contributed by the Company.  As of April 15, 1998 no further  action  had
been  taken  in  furtherance of this project, and the  Company  purchased
CMLP's  share of the Joint Venture for 142,359 restricted par value  $.10
common  shares  of the Corporation in exchange for its undivided  43.835%
interest  in  the  Westgrove  Joint  Venture  (independently  valued   at
approximately $280,000), which common shares were issued at  a  price  of
$1.9669 per share, which represents 85% of the average closing bid  price
of the Common Stock, as reported by NASDAQ, for the five (5) trading days
immediately  preceding  the  date of the transaction.   Members  of  CMLP
Group,  Ltd.  included  Associates Funding Group, Inc.,  Custer  Company,
Inc., Billy J. Robinson, F. Shelton Richardson, Jr., Neal J. Katz, Thomas
W. (Bill) Park, and Thomas P. O'Mara.
     
     Custer  Company, Inc., a related party, loaned the Company  $250,000
in  December 1997.  The note included interest only payments  monthly  at
18%  interest per annum.  In April 1998, the Company converted this  debt
to  equity  by issuing 147,725 shares of its par value $.10 common  stock
for  settlement of $256,377 in outstanding principal and accrued interest
as of that date.  The common shares were issued at a price of $1.7355 per
share,  which  represents 75% of the average closing  bid  price  of  the
Common  Stock,  as  reported by NASDAQ, for the  five  (5)  trading  days
immediately preceding the date of agreement.
<PAGE>
                                 PART IV

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

     (a)(1)    Financial Statements

          Reference is made to page F-2 of this Form 10-K for an index of
          all financial statements filed as part of this report.

     (2)  Financial Statement Schedules

          Reference is made to page F-2 of this Form 10-K for an index of
          all 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 beginning on sequential
          page 66 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, 1998 the Company  filed
          one  Current Report on Form 8-K, dated June 12, 1998  reporting
          the  Company's acquisition of Video Management, Inc. (including
          wholly  owned  subsidiaries Network America, Inc. and  CompuNet
          Support Systems, Inc.)

      "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/    PAT CUSTER
                                        Patrick A. Custer
                                   President and Chief Executive Officer

September 18, 1998

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this  report has been signed below by the following persons on behalf  of
the Company and in the capacities and on the dates indicated.

     Principal Executive Officer

/s/ PAT CUSTER           Chairman of the Board,           September 18, 1998
     Patrick A. Custer   President, Chief Executive
                         Officer and Director

     Principal Financial and Accounting Officer

/s/ F. SHELTON RICHARDSON, JR.    Vice  President,        September 18, 1998
     F. Shelton Richardson, Jr.   Chief Financial Officer

     Additional Directors

/s/ BILLY J. ROBINSON      Vice  President, Secretary,    September 18, 1998
     Billy J. Robinson     General Counsel and Director

/s/ EDWARD M. WARREN       Director                       September 18, 1998
     Edward M. Warren

/s/ BERNARD S. APPEL       Director                       September 18, 1998
     Bernard S. Appel
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             June 30, 1998 and 1997

                                     ASSETS
                                     ------
                                                      1998           1997
                                              ------------   ------------
CURRENT ASSETS
    Cash and cash equivalents                 $  2,284,988   $    800,346 
    Marketable securities                                -        282,142 
    Accounts receivable          
       Trade                                     1,726,900              -
       Due from related parties                          -         20,000
    Notes receivable, current portion,
     net of allowance of $29,417 in
     1998 and $375,000 in 1997                     129,902         35,237 
    Inventory, net of reserve of
     $330,378 in 1998 and $255,115
     in 1997                                       943,048         79,701 
    Prepaid expenses                               166,003      1,918,998 
                                              ------------   ------------
    Total current assets                         5,250,841      3,136,424
                                              ------------   ------------
PROPERTY AND EQUIPMENT, net                      3,305,449      2,319,012 
                                              ------------   ------------
OTHER ASSETS
    Investment in joint venture                          -        354,000 
    Notes receivable, less current
     portion, net of allowance of
     $195,000 in 1998 and $0 in 1997                70,654        291,521 
    Software development, net of
     accumulated amortization of
     $1,747,694 in 1998 and $0 in 1997           2,620,996      4,149,748
    Licenses, net of accumulated
     amortization of $75,416 in 1998
     and $16,083 in 1997                         1,054,703      1,100,117
    Trademark, net of accumulated
     amortization of $1,066,931 in
     1998 and $822,693 in 1997                   3,820,874      4,093,061
    Goodwill, net of accumulated
     amortization of $218,977 in 1998            1,557,559              -  
    Other                                           47,586         30,870 
                                              ------------   ------------
    Total other assets                           9,172,372     10,019,317 
                                              ------------   ------------
TOTAL ASSETS                                  $ 17,728,662   $ 15,474,753
                                              ============   ============

                                   -Continued-

See accompanying notes to consolidated financial statements.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS - Continued
                             June 30, 1998 and 1997
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
                                                      1998           1997
                                              ------------   ------------
CURRENT LIABILITIES
   Current maturities of long-term debt
    including $12,325 in 1998 and $34,000
    in 1997 due to related parties            $  3,644,729   $    301,810
   Trade accounts payable                        4,224,897        355,894
   Accrued and other current liabilities         1,379,753      1,197,194
   License fees payable                            673,920        660,000
   Current maturities of obligations
    under capital leases                            50,666         38,296
   Deferred income                                  69,889              -
                                              ------------   ------------
    Total current liabilities                   10,043,854      2,553,194
                                              ------------   ------------
LONG TERM DEBT, less current maturities             15,495        171,469
OBLIGATIONS UNDER CAPITAL LEASES,
   less current maturities                         124,425         14,262
WARRANTY PROVISION                                 244,657        435,193
                                              ------------   ------------
    Total liabilities                           10,428,431      3,174,118
                                              ------------   ------------
COMMITMENTS AND CONTINGENCIES
 (Notes 2,3,12,13,14 and 18)
  
STOCKHOLDERS' EQUITY
   Preferred stock, cumulative, $1.00
    par value; 1,000,000 shares authorized:
      Series A, 140,000 shares
       (liquidation  preference of $140,000)  $    140,000   $    140,000
      Series H, 3 shares  (liquidation
       preference of $75,000)                            3              3
      Series K, 9 shares in 1997
       (liquidation preference of $1,035,000)            -              9
      Series L, 1,275 shares in 1997
       (liquidation preference of $1,275,000)            -          1,275 
      Series Q, 60 shares in 1998
       (liquidation preference of $1,500,000)           60              -
      Series 1998-A1, 80 shares in 1998
       (liquidation preference of $2,000,000)           80              -
   Common stock, $.10 par value; 80,000,000
    shares authorized; 10,032,670 and
    3,670,919 issued and outstanding at
    June 30, 1998 and 1997, respectively         1,003,267        367,092
   Additional paid-in-capital                   42,480,261     30,317,592
   Accumulated deficit, since July 1, 1993
       quasi reorganization                    (36,323,440)   (18,525,336)
                                              ------------   ------------
   Total Stockholders' Equity                    7,300,231     12,300,635
                                              ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 17,728,662   $ 15,474,753
                                              ============   ============
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    Years ended June 30, 1998, 1997 and 1996
<CAPTION>
                                               1998          1997          1996
                                       ------------  ------------  ------------
<S>                                    <C>           <C>           <C>
REVENUES:
     Net sales of products             $  2,197,507  $  2,503,512  $  7,656,836
     Revenues from services                 280,751             -             -
     Revenues from Internet
          Service Provider                    8,955             -             -
                                       ------------  ------------  ------------
      Total Revenue                       2,487,213     2,503,512     7,656,836

COST OF REVENUES:         
    Cost of product sales                 1,685,070     2,612,402     6,867,560
    Cost of services                        295,676             -             -
    Cost of Internet Service
       Provider Service                   1,013,621             -             -
                                       ------------  ------------  ------------
      Total Cost of Revenues              2,994,367     2,612,402     6,867,560
                                       ------------  ------------  ------------
    Gross Margin                           (507,154)     (108,890)      789,276

OPERATING EXPENSES                       12,569,050     8,801,723     6,400,523

INVENTORY WRITE-DOWN                        869,490             -             -

SOFTWARE WRITE-DOWN                       3,519,584             -             -
                                       ------------  ------------  ------------
   Operating Loss                       (17,465,278)   (8,910,613)   (5,611,247)
                                       ------------  ------------  ------------
OTHER INCOME (EXPENSE):                       
     Interest and other income              354,062       235,404       307,367
     Interest expense                      (306,925)      (86,292)     (583,433)
                                       ------------  ------------  ------------
          Total Other Income (Expense)       47,137       149,112      (276,066)
                                       ------------  ------------  ------------
LOSS FROM CONTINUING OPERATIONS BEFORE                       
   INCOME TAXES AND EXTRAORDINARY ITEM  (17,418,141)   (8,761,501)   (5,887,313)
   Income tax benefit                             -       463,035             -
                                       ------------  ------------  ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
   EXTRAORDINARY ITEM                   (17,418,141)   (8,298,466)   (5,887,313)

EXTRAORDINARY ITEM
   Gain on extinguishment of debt,
      net of income taxes                             
      of $463,035 in 1997                         -       789,426             -
                                       ------------  ------------  ------------
NET LOSS                               $(17,418,141) $ (7,509,040) $ (5,887,313)
                                       ============  ============  ============
</TABLE>
                                    -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS - Continued
                    Years ended June 30, 1998, 1997 and 1996
<CAPTION>
                                               1998          1997          1996
                                       ------------  ------------  ------------
<S>                                    <C>           <C>           <C>
Loss from continuing operations
  attributable to common
  shareholders (Note 1)                $(17,809,586) $ (8,325,689) $ (6,187,353)
                                       ============  ============  ============
Loss attributable to common
  shareholders (Note 1)                $(17,809,586) $ (7,536,263) $ (6,187,353)
                                       ============  ============  ============
Loss from continuing operations
  per share attributable to
  common shareholders                  $      (3.37) $     (2.57)  $      (3.55)
                                       ============  ===========   ============
Gain from extraordinary item per share $          -   $     0.24   $          -
                                       ============  ===========   ============
Loss per share attributable to 
  common shareholders                  $      (3.37) $     (2.33)  $      (3.55)
                                       ============  ===========   ============
Weighted average common shares
  outstanding                             5,282,511    3,230,759      1,743,201
                                       ============  ===========   ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 Years ended June 30, 1998, 1997 and 1996
<CAPTION>
                                                                                           Additional
                                                 Common Stock         Preferred Stock         Paid-In     Accumulated
                                              Shares       Amount   Shares       Amount       Capital         Deficit
                                             -------   ----------  --------  ----------   -----------   -------------
     <S>                                   <C>         <C>         <C>       <C>          <C>           <C>
     BALANCES - June 30, 1995                995,480   $   99,548   369,762  $  369,762   $ 7,234,151   $  (4,782,682)
     Issuance of Series H preferred
        stock for cash                             -            -        55          55     1,287,445               -
     Issuance of Series I preferred
        stock for cash                             -            -       550         550       494,450               -
     Subscriptions for Series I preferred
        stock                                      -            -     4,835       4,835     4,346,665               -
     Conversion of Series G preferred
        stock to common                       13,690        1,369  (112,458)   (112,458)     (405,875)              -
     Conversion of debentures and
        demand notes                         105,000       10,500         -           -       789,500               -
     Issuance of common stock for fees
        and services                          22,200        2,220         -           -       149,280               -
     Issuance of common stock for                                             
        employee compensation                  8,300          830         -           -             -               -
     Issuance of common stock for cash
        and payment of note payable 
        of $145,280                        1,031,710      103,171         -           -     5,845,279               -
     Exercise of warrants                    188,700       18,870         -           -     2,452,630               -
     Issuance of common stock for fees
        on above common stock issuances
        for cash                              66,040        6,604         -           -             -               -
     Dividends paid in cash                        -            -         -           -             -        (305,855)
     Net loss for the year                         -            -         -           -             -      (5,887,313)
                                           ---------   ----------  --------  ----------   -----------   -------------
     BALANCES - June 30, 1996              2,431,120      243,112   262,744     262,744    22,193,525     (10,975,850)
     Redemption of Series G preferred
        for cash                                   -            -  (117,305)   (117,305)   (1,055,745)              -
     Conversion of Series H preferred 
        for common stock                      87,907        8,791       (52)        (52)       (8,739)              -
     Issuance of Series I preferred                                 
        stock for cash                             -            -       800         800       728,200               -
     Conversion of Series I preferred 
        to common stock                      520,014       52,001    (6,185)     (6,185)      (45,816)              -
</TABLE>
                                    -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - Continued
                 Years ended June 30, 1998, 1997 and 1996
<CAPTION>
                                                                                          Additional
                                                 Common Stock        Preferred Stock         Paid-In     Accumulated
                                             Shares      Amount     Shares      Amount       Capital       Deficit
                                           ---------   ----------  --------  ----------   -----------   -------------
     <S>                                   <C>         <C>         <C>       <C>          <C>           <C>
     Issuance of Series J preferred                                              
        stock for cash                             -   $        -     1,625  $    1,625   $ 1,460,875   $           -
     Conversion of Series J preferred              
        stock for common stock               148,114       14,811    (1,625)     (1,625)      (13,186)              -
     Issuance of common stock 
        for cash                             322,000       32,200         -           -     3,568,426               -
     Issuance of Series K preferred
        for cash                                   -            -        11          11       983,876               -
     Issuance of Series L preferred                                                             
        stock for cash                             -            -     1,500       1,500     1,423,500               -
     Conversion of Series K preferred
        for common stock                      13,550        1,355        (1)         (1)       (1,353)              -
     Issuance of common stock for
        warrants exercised                    10,000        1,000         -           -        81,000               -
     Conversion of Series L preferred
        stock for common stock                30,380        3,038      (225)       (225)        2,813               -
     Conversion of Line of Credit note
        payable for common stock             107,835       10,784         -           -     1,000,216               -
     Dividends paid in cash                        -            -         -           -             -         (40,446)
     Net loss for the year                         -            -         -           -             -      (7,509,040)
                                           ---------   ----------  --------  ----------   -----------   -------------
     BALANCES - June 30, 1997              3,670,920      367,092   141,287     141,287    30,317,592     (18,525,336)
     Issuance of common stock
        for cash                             100,000       10,000         -           -       240,000               -
     Issuance of common stock
        in exchange for equity position
        in land partnership                  142,359       14,236         -           -       265,764               -
     Issuance of common stock in 
        exchange for settlement of debt,
        interest and accounts payable        764,604       76,460         -           -     1,180,747               -
     Issuance of common stock for
        acquisition of VMI                   800,000       80,000         -           -       723,000               -
     Conversion of Series K preferred
        including accrued dividends for
        common stock                         164,220       16,422        (9)         (9)       (9,499)         (6,913)
</TABLE>
                                -Continued-
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - Continued
                 Years ended June 30, 1998, 1997 and 1996
<CAPTION>
                                                                                           Additional
                                                 Common Stock        Preferred Stock         Paid-In     Accumulated
                                             Shares      Amount     Shares      Amount       Capital       Deficit
                                             -------   ----------  -------   ----------   -----------   -------------
     <S>                                  <C>          <C>         <C>       <C>          <C>           <C>
     Conversion of Series L preferred
        for common stock                     248,857   $   24,886   (1,275)  $   (1,275)  $   (23,611)  $           -
     Issuance of Series M preferred 
        for cash                                   -            -      140          140     3,289,860               -
     Conversion of Series M preferred
         including accrued dividends
         for common stock                  1,892,505      189,251     (140)        (140)       55,721        (244,832)
     Issuance of Series N preferred                                              
        for cash                                   -            -      120          120     2,819,880               -
     Conversion of Series N preferred
        including accrued dividends
        for common stock                   2,248,903      224,890     (120)        (120)     (101,577)       (123,194)
     Issuance of Series Q Preferred
        for cash                                   -            -       60           60     1,409,940               -
     Dividends paid through issuance of
        common stock                             240           24        -            -             -             (24)
     Warrants issued for services                  -            -        -            -       432,530               -
     Dividends paid in cash                        -            -        -            -             -          (5,000)
     Issuance of Series 1998-A1
        preferred stock for cash                   -            -       80           80     1,879,920               -
     Post reverse split rounding
        adjustment                                62            6        -            -            (6)              -
     Net loss for the year                         -            -        -            -             -     (17,418,141)
                                          ----------   ----------  -------   ----------   -----------   -------------
     BALANCES - June 30, 1998             10,032,670   $1,003,267  140,143   $  140,143   $42,480,261   $ (36,323,440)
                                          ==========   ==========  =======   ==========   ===========   =============
</TABLE>                                                                  
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Years ended June 30, 1998, 1997 and 1996
<CAPTION>
                                                1998            1997            1996
                                        ------------    ------------    ------------
<S>                                     <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                              $(17,418,141)   $ (7,509,040)   $ (5,887,313)
  Adjustments to reconcile net
     loss to cash used by
     operating activities:
      Loss on sales of assets                      -           1,200             305
      Gain on sale of marketable
       securities                            (29,015)              -               -
      Depreciation and amortization        3,168,332         690,504         645,128
      Income tax benefit                           -        (463,035)              -
      Gain on extinguishment of debt               -        (789,426)              -
      Provision for bad debts               (150,583)        375,000         536,080
      Provision for obsolete
       inventory                              75,263         255,115        (282,457)
      Issuance of shares as
       employee compensation
       and/or financing fees                       -               -             830
      Common stock issued for
       consulting fees                             -               -          30,000
      Write off of note receivable                 -               -          25,000
      Write off of investment                      -               -         250,000
      Write-down of inventory                869,490               -               -
      Write-down of software               3,519,584               -               -
      Changes in assets and
       liabilities, net of effects
       from acquisitions
       and dispositions:
         Accounts receivable                (270,422)         28,445         990,231
         Inventory                        (1,110,798)        312,113       2,329,882
         Prepaid expenses and other        1,752,995      (1,825,081)       (460,144)
         Restricted cash                           -          47,423         233,209
         Other assets                         20,835            (100)         32,720
         Accounts payable, accrued
          liabilities and other
          current liabilities              3,282,626       1,606,388        (363,312)
                                        ------------    ------------    ------------
   Cash used by operating activities      (6,289,834)     (7,270,494)     (1,919,841)
                                        ------------    ------------    ------------
</TABLE>
                              -Continued-

See accompanying notes to consolidated financial statements

<PAGE>
<TABLE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                    Years ended June 30, 1998, 1997 and 1996
<CAPTION>
                                              1998            1997            1996
                                        ------------    ------------    ------------
<S>                                     <C>             <C>             <C>
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and
   equipment                            $ (1,287,459)   $ (2,100,359)   $   (136,558)
  Investment in joint venture                      -        (354,000)              -
  Software development                    (3,218,943)     (3,649,748)              -
  Licenses                                   (13,920)     (1,113,867)              -
  Sale of  marketable securities             311,157        (282,142)              -
  Cash balance in company
     acquired (disposed)                           -               -          (5,342)
  Collections on notes receivable            626,785          28,049           1,193
  Issuance of note receivable               (350,000)       (375,000)              -
                                        ------------    ------------    ------------
  Cash used for investing activities      (3,932,380)     (7,847,067)       (140,707)
                                        ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Checks issued in excess of
  cash balances                                    -               -         (32,852)
 Receipts under borrowing arrangements             -       1,000,000               -
 Change in borrowings under line of
  credit agreements                                -               -      (2,572,024)
 Proceeds from long-term debt              2,500,000         122,062               -
 Principal payments on long-term debt       (413,888)       (642,940)     (1,235,147)
 Principal payments on capital
   lease obligations                         (24,256)       (145,805)         (6,207)
 Issuances of preferred and common
   stock for cash                          9,650,000       8,296,105      10,271,421
 Redemption of preferred stock for    
   cash                                            -      (1,173,050)              -
 Receipt of cash for common stock
   issued in prior year                            -       4,351,500               -
 Dividends paid                               (5,000)        (40,446)       (305,855)
                                        ------------    ------------    ------------
 Cash provided by financing activities    11,706,856      11,767,426       6,119,336
                                        ------------    ------------    ------------
NET INCREASE (DECREASE) IN CASH AND 
           CASH EQUIVALENTS                1,484,642      (3,350,135)      4,058,788
CASH AND CASH EQUIVALENTS, BEGINNING         800,346       4,150,481          91,693
                                        ------------    ------------    ------------
CASH AND CASH EQUIVALENTS, ENDING       $  2,284,988    $    800,346    $  4,150,481
                                        ============    ============    ============
SUPPLEMENTAL INFORMATION
           Cash paid for interest       $     64,427    $     64,231    $    508,898
                                        ============    ============    ============
</TABLE>
                                   -Continued-

See accompanying notes to concolidated financial statements

<PAGE>
<TABLE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                    Years ended June 30, 1998, 1997 and 1996
<CAPTION>
                                                  1998          1997            1996
                                           ------------   -----------    ------------
<S>                                        <C>            <C>            <C>
SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for settlement
     of cash received under borrowing
     arrangements, including $78,356
     in accrued interest.                  $          -   $1,078,356    $          -
                                           ============   ==========    ============
Conversion of debentures and demand
     notes into common stock               $          -   $        -    $    800,000
                                           ============   ==========    ============
Issuance of common stock for fees
     and services                          $          -   $        -    $    151,500
                                           ============   ==========    ============
Issuance of common stock for
     note payable                          $    724,114   $        -    $    145,280
                                           ============   ==========    ============
Sale of inventory parts for note
     receivable                            $          -   $        -    $    350,000
                                           ============   ==========    ============
Issuance of common stock for
      subscriptions and receivable         $          -   $        -    $  4,350,500
                                           ============   ==========    ============
Issuance of common stock for commission    $          -   $        -    $      6,604
                                           ============   ==========    ============
Purchases of property and equipment
      for notes payable                    $          -   $        -    $     59,337
                                           ============   ==========    ============
Stock issued in connection with a
      pooling of interests                 $    803,000   $        -    $          -
                                           ============   ==========    ============
Issuance of common stock for land          $    280,000   $        -    $          -
                                           ============   ==========    ============
Issuance of common stock in
     satisfaction of accounts payable
     and accrued liabilities               $    533,093   $        -    $          -
                                           ============   ==========    ============
Conversion of note receivable
    including accrued interest for
    stock of VMI                           $    815,879   $        -    $          -
                                           ============   ==========    ============
Purchase of subsidiary stock with
     note payable                          $    200,000   $        -    $          -
                                           ============   ==========    ============
Issuance of common stock for dividends     $    374,963   $        -    $          -
                                           ============   ==========    ============
Warrants issued for services               $   432,530    $        -    $          -
                                           ============   ==========    ============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization and Principles of Consolidation
  --------------------------------------------
  uniView  Technologies  Corporation  (formerly  Curtis  Mathes   Holding
  Corporation) was formed  on July 13,  1984.    The Company started  and
  discontinued  various  operations  from  its  inception  through  1994.
  Effective January 30, 1998,  Curtis Mathes Holding Corporation  changed
  its name to uniView Technologies Corporation.

  During  1996,  the   Company  operated  principally   as  a   wholesale
  distributor in the consumer electronics industry through its 100% owned
  subsidiary Curtis Mathes Corporation (CM).  The Company also owns  100%
  of FFL, Inc.  (FFL), which was  involved in real  estate and  financing
  transactions in prior years but which  is now inactive.  In late  1996,
  the Company redirected its  focus toward a  new product called  uniView
  which allows the user, through the  use of their TV remote control,  to
  "surf the  Internet,"  receive  e-mail, or  to  search  for  movies  or
  programs featuring specific  subjects, stars or  ratings.  The  uniView
  product was introduced to the market during August 1997.

  During 1997, the Company created a new subsidiary, now known as uniView
  Xpressway Corporation (Xpressway).  Xpressway was created to construct,
  own, and  operate the  Company's new  Internet Service  Provider  (ISP)
  which is an Internet  "on-ramp" for uniView users  and PC users  alike.
  The ISP  service  was introduced  to  the market  during  August  1997.
  Revenues generated  from  the sale  of  uniView products  and  the  ISP
  service were insignificant during 1998.

  Effective April 1998, the Company acquired Video Management, Inc. (VMI)
  which through two  wholly owned subsidiaries  offers implementation  of
  local area networks, network  hardware design, consulting and  software
  designed systems and customized hardware, personal computer and network
  systems.   These operations  are concentrated  in Oklahoma,  Texas  and
  Arkansas.

  The accompanying financial statements  include the accounts of  uniView
  Technologies Corporation  and its  subsidiaries.   These  entities  are
  collectively referred  to  herein  as  "the  Company."    All  material
  intercompany accounts and transactions are eliminated in consolidation.

  Cash Equivalents
  ----------------
  The Company  considers all  highly liquid  debt instruments  having  an
  original maturity of  three months or  less when purchased  to be  cash
  equivalents for purposes of the statement of cash flows.

  Marketable Securities
  ---------------------
  Marketable securities are classified  as available-for-sale and  stated
  at fair  market  value.    The  historical  cost  of  these  securities
  approximates their fair  market value at  June 30, 1997.   The  Company
  owned no marketable securities at June 30, 1998.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

  Inventory
  ---------
  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 uniView set top  boxes.  Approximately $207,000  of
  total inventory at June 30, 1998 is for uniView set top boxes.

  Prepaid Expenses
  ----------------
  Prepaid expenses include approximately  $132,800 advanced to an  entity
  to fund the production of uniView inventory.

  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.  Replacements
  and betterments are capitalized.

  Software Development Costs
  --------------------------
  Software development costs are divided into two categories: uniView set
  top box  software development  costs totaling  $1,423,996 at  June  30,
  1998, net of  accumulated amortization and  Xpressway Internet  Service
  Provider software  development costs  totaling $1,197,000  at June  30,
  1998, net of accumulated amortization.  Software development costs  for
  the uniView set top box totaling $2,998,695 were previously capitalized
  during fiscal 1997.   During  1998, $2,390,695 costs were  capitalized.
  Amortization commenced in early 1998 once the product was introduced to
  the market and is being amortized  over 3 years.  Amortization  expense
  for 1998 amounted to $895,897. On an on-going basis, management reviews
  recoverability, the  valuation  and  amortization  of  the  capitalized
  software development costs.   As  a part  of this  review, the  Company
  considers the undiscounted  projected future cash  flows in  evaluating
  the  value  of  the  capitalized  software  development  costs.    This
  evaluation includes a review of the components of the software and  the
  extent to which these component pieces  are to be used in the  software
  product on a go forward basis.   If the undiscounted future cash  flows
  is less than  the stated  value, the  capitalized software  development
  costs would be written down to its fair value. During fiscal year 1998,
  set top box sales  were significantly lower  than expected, and  future
  sales and cash  flow projections  were revised.   As a  result of  this
  review, including management's evaluation of software component  pieces
  not to be used on a go forward basis, an impairment loss of  $3,067,163
  was recognized in 1998.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

  Software Development Costs - Continued
  --------------------------
  Software development costs for the ISP were capitalized during 1998 and
  1997 totaling $828,248  and $1,151,053 respectively.   Amortization  of
  the capitalized  ISP  costs commenced  in  1998 once  the  product  was
  introduced  to  the  market  and  is  being  amortized  over  3  years.
  Amortization expense for 1998  amounted to $329,880.    As a result  of
  management's review of  the valuation of  the ISP software  development
  costs, an impairment loss of $452,421 was recorded in 1998.

  License Fees
  ------------
  The cost of initial  license fees and  other operating rights  acquired
  are being amortized  on the straight-line  method over their  remaining
  contractual lives  of  five years.    Amortization expense  charged  to
  operations in 1998 and 1997, and  1996 totaled $59,333, $7,750 and  $0,
  respectively.

  Trademark
  ---------
  Trademark represents  the value  considered to  arise from  the  Curtis
  Mathes Corporation name and  reputation and consists  of the excess  of
  the purchase  price  paid  over the  estimated  fair  market  value  of
  identifiable net assets acquired in connection with the acquisition  of
  Curtis Mathes Corporation.  The excess purchase price includes  amounts
  paid to Deutsche Financial  Services (DFS), (previously ITT  Commercial
  Finance Corporation)  and unsecured  creditors in  accordance with  the
  Curtis Mathes Corporation reorganization (see Note 13).  The  trademark
  is amortized on a straight-line basis  over 20 years.  Amortization  of
  the trademark for the years ended June 30, 1998, 1997 and 1996 amounted
  to $244,238, $244,238 and $244,264, respectively.

  On an on-going basis, management reviews recoverability, the  valuation
  and amortization  of the  trademark.   As a  part of  this review,  the
  Company considers  the  undiscounted  projected future  cash  flows  in
  evaluating the value of the trademark.  If the undiscounted future cash
  flow is less than the stated value, the trademark would be written down
  to its fair value.

  Goodwill
  --------
  Goodwill totaling $1,574,480 results from the acquisition by VMI of its
  two subsidiaries during  1998.  Goodwill  is being  amortized over  its
  estimated useful  life of  15 years.    Amortization expense  for  1998
  amounted to $16,921.

  On an on-going basis, management reviews recoverability, the  valuation
  and amortization of goodwill.   As a part  of this review, the  Company
  considers the undiscounted  projected future cash  flows in  evaluating
  the value of goodwill.  If  the undiscounted future cash flows is  less
  than the stated value, goodwill would be written down to its fair value.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

  Research and Development Costs
  ------------------------------
  Research and development costs are charged to operations when  incurred
  and are included in operating expenses.  The amounts charged to expense
  in 1998, 1997 and 1996 were $786,360, $516,931 and $11,480, respectively.

  Advertising Costs
  -----------------
  Advertising costs are charged to operations when the advertising  first
  takes place.  Advertising  costs charged to expense  in 1998, 1997  and
  1996 totaled $1,399,362, $1,981,172 and $142,891, respectively.

  Income Taxes
  ------------
  The Company utilizes the asset and  liability method of accounting  for
  income taxes.  The Company records deferred tax assets and  liabilities
  for the  expected future  tax consequences  of  events that  have  been
  included in the financial statements and income tax returns.   Deferred
  tax assets  and liabilities  are determined  based on  the  differences
  between  financial  statement  and  income  tax  bases  of  assets  and
  liabilities using currently  enacted tax rates.   Valuation  allowances
  are established when  necessary to reduce  deferred tax  assets to  the
  amount expected to be realized.   Income tax expense or benefit is  the
  tax payable  or refundable  for the  period plus  or minus  the  change
  during the period in deferred tax assets and liabilities.

  Financial Instruments with Off-Balance-Sheet Risk
  -------------------------------------------------
  In the normal  course of  business, CM has  been a  party to  financial
  instruments with off-balance sheet risk to meet the financing needs  of
  the CM  dealers.    These financial  instruments  principally  included
  obligations to repurchase  defaulted dealer  receivables and  inventory
  financed under CM's dealer floorplan agreement with DFS.

  CM's exposure  to credit  loss in  the event  of nonperformance  by  CM
  dealers with respect  to the repurchase  obligations is represented  by
  the contractual amount of the instruments as discussed in Note 12.   CM
  uses the same credit policies in  evaluating its guarantees as it  does
  for financial instruments reflected in the Company's financial statements.

  Net Loss Per Common Share
  -------------------------
  Net loss per share  of common stock is  computed based on the  weighted
  average number  of common  shares  outstanding during  each  respective
  year.  Net loss for  purposes of the computation  of loss per share  is
  increased for  preferred  stock  dividends  of  $391,445,  $27,223  and
  $300,040 ($0.07, $.00 and $0.17 per  common share) for the years  ended
  June 30, 1998, 1997 and 1996, respectively.  Diluted loss per share for
  the years ended June 30, 1998, 1997 and 1996 is the same as basic  loss
  per share since  the assumed conversion  of convertible securities  and
  outstanding options would be anti-dilutive.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

  Quasi Reorganization
  --------------------
  Effective July 1, 1993, the stockholders  and directors of the  Company
  approved a plan  of quasi reorganization.   Pursuant to  the plan,  all
  assets and liabilities as of that date were adjusted to estimated  fair
  value (such adjustments  were nominal)  and an  accumulated deficit  of
  $4,140,595 was eliminated.

  Stock-Based Compensation
  ------------------------
  Statement of Financial  Accounting Standards No.  123, "Accounting  for
  Stock-Based Compensation" (SFAS 123") became effective in fiscal  1997.
  This statement  requires the  fair value  of  stock options  and  other
  stock-based compensation issued to employees  to either be included  as
  compensation expense in the income statement or the pro forma effect on
  net income and earnings  per share of such  compensation expense to  be
  disclosed in the footnotes to the Company's financial statements.   The
  Company has adopted SFAS 123 on a disclosure basis only. (See Note 10).

  Uses of Estimates and Assumptions
  ---------------------------------
  Management  uses  estimates  and  assumptions  in  preparing  financial
  statements in accordance with generally accepted accounting principles.
  Those estimates and assumptions affect  the reported amounts of  assets
  and liabilities, the disclosure  of contingent assets and  liabilities,
  and the reported revenues and expenses.  Actual results could vary from
  the estimates that were used.   In particular, judgment is given as  to
  the  useful  life  and  recoverability  of  the  capitalized   software
  development costs.   See  previous accounting  policy note  -  Software
  Development Costs.

  Fair Market Value of Financial Instruments
  ------------------------------------------
  The carrying amount  for cash and  cash equivalents, notes  receivable,
  and long-term debt is not materially  different than fair market  value
  because  of  the  short  maturity  of  the  instruments  and/or   their
  respective interest rate amounts.

  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.  Maintenance  and warranty revenue are  recognized
  ratably over  the contractual  period or  as the  service is  provided.
  Amounts received  in  advance  on service  contracts  are  recorded  as
  deferred income and recognized as the services are performed.

  Reclassifications
  -----------------
  Certain prior year amounts have been  reclassified in order to  conform
  to current year presentation.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

  Accounting Standards Not Yet Adopted
  ------------------------------------
  In June 1997,  the Financial Accounting  Standards Board (FASB)  issued
  Statement  of  Financial  Accounting   Standards  No.  130   "Reporting
  Comprehensive Income" ("SFAS No. 130"), which establishes new  guidance
  for  the  reporting  and  display  of  comprehensive  income  and   its
  components.  SFAS No. 130 requires that the Company's foreign  currency
  translation adjustment be included  in other comprehensive income.  The
  Company is not required to adopt  the Statement until July 1, 1998  and
  does not expect the adoption of  these standards to result in  material
  changes to previously reported amounts.

  In July  1997,  the  FASB  issued  Statement  of  Financial  Accounting
  Standards No. 131,  "Disclosures about  Segments of  an Enterprise  and
  Related Information."   This  Statement expands  certain reporting  and
  disclosure requirements  for  segments  from  current  standards.    In
  February 1998, the  FASB issued Statement  of Accounting Standards  No.
  132, "Employers' Disclosures about  Pensions and Other  Post-retirement
  Benefits."  This Statement revises employers' disclosures about pension
  and other  post-retirement  benefit plans.    It does  not  change  the
  measurement or recognition of those plans.  The Company is not required
  to  adopt  these  Statements  until  July  1,  1998  and  is  currently
  evaluating the disclosure impact of adopting these standards.

  In October 1997,  the Accounting Standards  Executive Committee of  the
  American Institute of Certified Public Accountants issued Statement  of
  Position No.  97-2, "Software  Revenue Recognition"  (SOP 97-2),  which
  supersedes Statement of Position No. 91-1.  SOP 97-2 will be  effective
  for all transactions entered  into by uniView Technologies  Corporation
  subsequent to June 30, 1998.   The Company is currently evaluating  the
  impact that SOP 97-2 will have on software license revenue transactions
  entered into subsequent to June 30, 1998.

  In June 1998, the Financial Accounting Standards Board issued  Standard
  No. 133 "Accounting for Derivative Instruments and Hedging Activities."
  The  Standard  establishes  accounting  and  reporting  standards   for
  derivative  instruments,  including   certain  derivative   instruments
  embedded in other contracts, (collectively referred to as  derivatives)
  and for hedging  activities.   The new  Standard is  effective for  all
  fiscal quarters  of all  fiscal years  beginning after  June 15,  1999.
  The Company does not expect the adoption of the new Standard to have  a
  material impact on its financial position or results of operations.

<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  2.  ABILITY TO CONTINUE AS A GOING CONCERN

  As reflected in the accompanying consolidated financial statements, the
  Company incurred  losses  from continuing  operations  of  $17,418,141,
  $8,298,466 and $5,887,313 during  the years ended  June 30, 1998,  1997
  and 1996, respectively.  During 1998,  1997 and 1996, the Company  also
  used substantial cash in operations.

  During the second half of fiscal 1996, the Company redirected its focus
  toward a new product, uniView.  Since the Company's change of focus  in
  late fiscal 1996, a substantial portion of the Company's resources  has
  been  committed  to  the  development  and  refining  of  the   uniView
  technology.  Additionally, the  Company has committed  a great deal  of
  financial  resources  to  develop  uniView  Xpressway,  the   Company's
  Internet Service  Provider  for  both  uniView  set-top  boxes  and  PC
  connectivity.    The  Company introduced  its  uniView product  to  the
  market in August 1997 and introduced  its ISP services in August  1997,
  however,  revenue  generated  during  fiscal  1998  was  insignificant.
  During the second half of fiscal  1998, the Company moved farther  away
  from consumer  electronics toward  becoming  a technology  company  and
  plans to generate revenues in the future by licensing its technology to
  other companies  and by  rendering  technology consulting  services  to
  companies wishing to enter various aspects of the convergence market.

  The Company's ability to continue as  a going concern will be based  on
  its ability to obtain the operating funds necessary to continue to fund
  this new  direction  until  cash  flows  generated  by  operations  are
  sufficient to meet  the cash flow  needs of the  Company.  The  Company
  plans to continue raising capital through the issuance of common stock,
  preferred stock and debt instruments as necessary.

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

  3.  ACQUISITIONS AND DISPOSITIONS

  Video Management, Inc. (VMI)
  ----------------------------
  On June 12, 1998,  the Company acquired 100  percent of the issued  and
  outstanding capital stock of Video  Management Inc. (VMI), which  owned
  100 percent  of the  issued and  outstanding  common stock  of  Network
  America, Inc.  (NWA), an  Oklahoma  corporation, and  CompuNet  Support
  Systems, Inc.  (CNSS), a  Texas corporation.  VMI was  incorporated  on
  December 15,  1997.     The  transaction was  consummated  through  the
  exchange of 100 percent of the issued and outstanding capital stock  of
  VMI pursuant to a Stock Purchase Agreement with the sole shareholder of
  VMI for 800,000 shares  of the Company's par  value $.10 common  stock.
  The purchase price was established  through an arms length  negotiation
  considering historical revenues of NWA and CNSS, VMI's only assets,  as
  well as the then  current market price of  the Company's Common  Stock.
  This transaction has been accounted for as a pooling of interests.  The
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  3.  ACQUISITIONS AND DISPOSITIONS - Continued

  Video Management, Inc. (VMI) - Continued
  ----------------------------------------

  results of  operations  of  VMI  are  included  in  the  statements  of
  operations  of  the  Company  from  VMI's  inception,  December   1997.
  Effective May 13, 1998, VMI acquired 100% of the issued and outstanding
  shares of NWA  and CNSS,  such acquisitions  being accounted  for as  a
  purchase.   Prior  to its  acquisition  of NWA  and  CNSS, VMI  had  no
  substantial operations.

  Prior to the acquisition, on May 13, 1998, VMI acquired 100% of NWA and
  CNSS from  DataTell Solutions,  Inc.   (DataTell)  as  a result  of  an
  agreement to  accept collateral  in satisfaction  of  a debt  owing  by
  DataTell to VMI.   Prior to that date,  the stock of  NWA and CNSS  had
  been pledged  to VMI  by DataTell  as collateral  in a  series of  note
  agreements with VMI.

  On May 15, 1998, E. Wade Griffin (Petitioner), an individual, filed  an
  involuntary petition in bankruptcy against DataTell requesting that  an
  order for relief  be entered against  DataTell under Chapter  7 of  the
  United States Bankruptcy Code.  Petitioner alleged in his petition that
  DataTell was  indebted to  him, that  DataTell was  in default  on  the
  obligation owed to him and that "upon information and belief,  DataTell
  is generally not  paying its debts  that are not  subject to bona  fide
  dispute as they become  due."  DataTell filed  a motion to dismiss  the
  petition, alleging  the  Petitioner  does  not  satisfy  the  necessary
  requirements and has vigorously contested the proceeding.

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

  Management believes that the proceeding  will have no material  adverse
  effect upon the Company.  However, as with any action of this type, the
  timing and degree  of any  effect upon  the Company  are uncertain  and
  there can be no assurance that the proceeding will not have an  adverse
  impact on the Company in the  future.  The action is currently  pending
  and DataTell's Motion  to Dismiss and  Petitioner's application for  an
  order for relief is  currently set for hearing  in October 1998 in  the
  United States Bankruptcy Court.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  3.  ACQUISITIONS AND DISPOSITIONS - Continued

  Corporate Network Solutions, LLC
  --------------------------------
  Effective May, 1998, the Company acquired 100 percent of the issued and
  outstanding capital stock of Corporate Network Solutions, LLC (CNS),  a
  Texas limited  liability company.   In  consideration of  the sale  and
  transfer of the units of ownership of CNS, the Company paid $50,000  in
  cash and agreed  to pay  $150,000 over a  ten-month period  under a  no
  interest, note payable.   Further, the Company  agreed to continue  the
  payment of capital equipment  leases valued at approximately  $121,000.
  This transaction has been accounted for  as a purchase and the  results
  of operations have been included from the date of purchase.   Resulting
  goodwill attributable to this  transaction was $174,106. This  goodwill
  was immediately amortized during fiscal 1998.

  4. NOTES RECEIVABLE

  Notes receivable at June 30, 1998 and 1997
  consist of the following:
                                                           1998         1997
                                                    ------------------------
  Note receivable from Inman's Corporation, non-
  interest earning, secured by parts inventory
  and proceeds from sale of parts inventory.        $   295,171   $  323,911

  Note receivable from ViewCall America, Inc.,
  non-interest bearing, secured by borrower's                 -      375,000
  note receivable.

  Note receivable from EDnet, earning interest
  at 9.5%, secured by receivables of EDnet.             129,417            -

  Note receivable from employee, earning
  interest at 9.5%, secured by automobile.                  384        2,847

  Less reserve for doubtful notes receivable           (224,416)    (375,000)
                                                    ------------------------
                                                        200,556      326,758
  Less current portion                                 (129,902)     (35,237)
                                                    ------------------------
  Long-term portion                                 $    70,654   $  291,521
                                                    ========================
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  5. INVENTORY

  Inventory at June 30, 1998 and 1997 consists of the following:

                                                       1998            1997
                                                ---------------------------
  Consumer electronics products                 $ 1,273,426      $  334,816
  Less reserve for excess and obsolete             
     inventory                                     (330,378)        255,115)
                                                ---------------------------
                                                $   943,048      $   79,701
                                                ===========================

  6.  PROPERTY AND EQUIPMENT

  Property and  equipment  at June  30,  1998  and 1997  consist  of  the
  following:
                                                     1998            1997
                                              ---------------------------
  Land                                        $   646,500    $          -
  Equipment                                     4,609,748       3,137,944
  Vehicles                                         62,757          22,589
  Furniture and fixtures                          274,557         131,483
  Leasehold improvements                          176,801         100,490
  Computer software                                61,554          35,301

  Less accumulated depreciation and            
     amortization                              (2,526,468)     (1,108,795)
                                              ---------------------------
  Net property and equipment                  $ 3,305,449    $  2,319,012
                                              ===========================

  Equipment under capital leases included above at June 30, 1998 and 1997
  amounted to  $528,178  and  $407,332,  respectively,  and  the  related
  accumulated   amortization   amounted   to   $382,705   and   $349,660,
  respectively.

  Depreciation expense for the years ending June 30, 1998, 1997, and 1996
  totaled $1,296,082,  $437,448 and $391,331,  respectively.

  7.  BORROWING ARRANGEMENTS AND DEBT

  Long-term debt at June 30, 1998 and 1997 consists of the following:

                                                             1998         1997
                                                     -------------------------
  Note payable to a financial institution with
  interest at 18%, payable monthly as to
  interest only with  balloon principal payment
  due December 31, 1998, unsecured                   $  1,525,886   $        -
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  7.  BORROWING ARRANGEMENTS AND DEBT - Continued

  Long-term debt at June 30, 1998 and 1997 - Continued
                                                             1998         1997
                                                     -------------------------
  Note payable to financial institution  with
  interest at 14%, collateralized by accounts
  receivable and inventory, due on demand                 918,453            -

  Note payable to a third party with interest at
  6%, payable in eight quarterly installments of
  principal of $58,778 due January 1, 1997,
  plus interest, collateralized by certain
  inventory, currently in dispute                         413,144      389,759

  Note payable to financial institution with
  interest at prime plus 2.625% (11.125% at
  6/30/98),  due on demand, collateralized by
  accounts receivable and inventory                       348,299            -

  Note payable to an individual investor with
  interest at 14%, payable monthly as to
  interest only,   principal of $250,000, due
  March 23, 1999, collateralized by land                  250,000            -

  Note payable related to acquisition of
  subsidiary company, non- interest bearing,
  $15,000 payable monthly, secured by the
  outstanding common stock of CNS                         150,000            -

  Note payable to an individual with imputed
  interest of 10%, payable in monthly
  installments of $1,458, unsecured                        29,361       48,959

  Note payable to a financial
  institution with interest at 10.9%,
  payable in monthly installments of
  $2,677, collateralized by equipment                           -          561

  Note payable to a financial
  institution for purchase of
  automobiles                                              12,756            -

  Note payable to Custer Company, Inc.
  (related party)                                          12,325       34,000
                                                     -------------------------
                                                        3,660,224      473,279
  Less current portion                                 (3,644,729)    (301,810)
                                                     -------------------------
  Long-term portion                                  $     15,495   $  171,469
                                                     =========================
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  7.  BORROWING ARRANGEMENTS AND DEBT - Continued

  The following is a schedule of maturities of long-term debt at June 30, 1998:

            1999           $ 3,644,729
            2000                15,495
                           -----------
                           $ 3,660,224
                           ===========

  The weighted average interest rate of borrowings outstanding at June
  30, 1998 is 13.7%.

  A borrowing  arrangement  exists  whereby  the  Company  under  certain
  conditions can issue Convertible Preferred  stock to an investor  group
  for up  to $6,000,000  in traunches  of $2,000,000,  each separated  by
  three months,   pursuant to Regulation  D under the  Securities Act  of
  1933.   One of  these  conditions requires  the  trading price  of  the
  Company's common stock to exceed $1.50 during the prior 30 days  before
  draw down of  the next  amount.  The  preferred stock  has a  mandatory
  conversion feature  at the  end of  the term.   As  of June  30,  1998,
  $2,000,000 (Series 1998-A1 preferred stock) of the above $6,000,000 has
  been drawn down,  with $4,000,000  available subject  to the  borrowing
  conditions.

  8.  ALLOWANCE FOR WARRANTY CLAIMS

  Curtis Mathes Corporation
  -------------------------
  Warranty costs, where applicable, are recorded  by CM upon the sale  of
  the electronic products based on estimates  of failure rates and  costs
  to repair defective units.  A  simple average of the failure rates  and
  repair costs is  applied to the  total number of  units that are  under
  warranty to establish the allowance for warranty claims. During  fiscal
  1996, the Company sold all of its remaining parts inventory on hand  to
  a third  party  and outsourced  repairs  and parts  servicing  for  all
  warranty obligations.  The Company pays fees for the service and repair
  of warrantied units.

  All electronic products  sold up  to the  date of  settlement with  DFS
  (March 1996) included a four-year parts  and labor warranty.   Pursuant
  to CM's plan of reorganization, CM agreed to continue to extend a parts
  only warranty for the time period  of the original warranties on  units
  sold prior  to  CM's bankruptcy  filing  on January  27,  1992.     The
  reorganized CM was required under the  plan of reorganization to  fully
  fund the cost of  warranty claims for units  sold during the period  CM
  was in bankruptcy.  In addition,  CM's plan of reorganization  provided
  that the reorganized  CM fund in  a segregated bank  account an  amount
  equal to  1.25%  of  gross electronic  sales  to  pay  warranty  claims
  subsequent to the reorganization  confirmation date (October 1,  1992).
  For the year  ended June 30,  1997, the Company  provided for  warranty
  allowance at a rate  of approximately 5% of  sales.  During the  fiscal
  year ended June 30, 1998, no  sales were recorded related to the  above
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  8.  ALLOWANCE FOR WARRANTY CLAIMS - Continued

  Curtis Mathes Corporation - Continued
  -------------------------------------
  warrantied goods; accordingly,  no warranty allowance  was recorded  on
  sales for the same  period.   Management  believes that the reserve  is
  adequate to cover potential warranty claims.  Other current liabilities
  in the accompanying  balance sheets include  an allowance for  warranty
  claims of $82,852 and $171,667 at June 30, 1998 and 1997, respectively

  During fiscal  1998, the  Company accrued  an additional  $315,000  for
  future potential warranty claims after the previous accrual was largely
  depleted towards the end of the fiscal year.  Management believes  that
  the increase in  claims was due  to one particular  line of  projection
  television units with warranties expiring in December 1998.

  Network America, Inc.
  ---------------------
  NWA sells the majority of  its products with a  2 year parts and  labor
  warranty.  Warranty expense is established when the items are sold  and
  is based upon the experience of  claims actually made during the  prior
  year.  Allowance for future claims at June 30, 1998 was $40,000.

  9.  RELATED PARTY TRANSACTIONS

  In May  1996, Associates  Funding Group,  a related  entity,  converted
  97,500 shares of  Series G preferred  stock with an  original basis  of
  $568,125 to 390,000 shares of common stock.  The Company issued 136,900
  of these  shares and  canceled 253,100  shares in  satisfaction of  the
  remaining balance of a  note receivable and  accrued interest due  from
  Southwest Memory, Inc.  (SMI).   The preferred  shares were  previously
  held as collateral on the note receivable from SMI.

  During fiscal 1998, the Company purchased  the remaining interest of  a
  Joint Venture Partnership that  officers and related parties  purchased
  during fiscal 1997.  The Company issued 142,359 shares of common
  stock related to this transaction.  No gain or loss is recognizable  as
  a result of the exchange.   Accordingly, at June 30, 1998, the  Company
  has reclassified this  asset as land  rather than  Investment in  Joint
  Venture.

  Custer Company, Inc.,  a family  trust in  which the  President of  the
  Company has a beneficial interest,  loaned the Company $250,000  during
  fiscal 1998.   The terms of  the note included  interest only  payments
  monthly at 14%.   In  April 1998, the Company exchanged 147,725  shares
  of common stock  for settlement of  $256,378 in  principal and  accrued
  interest.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  10.  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, 1998, the Company has issued and outstanding 140,000 Series
  A preferred shares, 3 Series H preferred shares, 60 Series Q  preferred
  shares and 80  Series 1998-A-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 Q  preferred  shares  are
  convertible  as   determined  in   the  Certificate   of   Designation,
  redeemable, and  carry cumulative  dividends of  3%.   Series  1998-A-1
  preferred shares  are  convertible  based  upon  conversion  ratios  as
  determined in  the Certificate  of  Designation, redeemable  and  carry
  dividends of 5%.

  Dividends of $5,000, $40,446 and $305,855 on preferred stock were  paid
  in  cash  during  the  years  ended  June  30,  1998,  1997  and  1996,
  respectively.  Non-cash dividends of $236,703 were paid during the year
  ended June 30, 1995, of which $182,747 was paid through the issuance of
  additional preferred stock.  Non-cash  dividends of $374,963 were  paid
  during the year ended June 30, 1998.    Cumulative dividends in arrears
  as of June  30, 1998, 1997  and 1996 amounted  to $24,340, $12,858  and
  $26,081 respectively.

  Common Stock
  ------------
  Effective April 24, 1998, the Board of Directors approved amending  the
  par value of the common  stock from $0.01 to  $0.10 per share and  10:1
  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.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  10.  STOCKHOLDERS' EQUITY - Continued

  Common Stock - Continued
  ------------------------
  Common stock warrants issued and outstanding as of June 30, 1998 are as
  follows:
              Shares  Exercise Price       Issuance Date        Term
              ------  --------------       -------------        ----
              15,500       39.40            March 1994           5
               3,000       31.25            April 1994           5
               4,000       31.25             May 1994            5
               3,000       31.25             June 1994           5
               2,000       22.50           February 1995         5
              10,500       12.50            April 1995           5
             124,080       25.00             May 1995            4
               1,360       26.50             May 1995            5
              59,000       15.00             July 1995           3
               7,400       10.00            August 1995          4
             125,000       15.00            August 1995          3
              20,000       15.00          September 1995         3
               5,501       30.00             May 1996            3
               2,250       32.80             May 1996            5
               4,000       45.00             May 1996            3
               5,250       32.80            March 1997           4
              10,000        1.54            April 1997           5
              20,000        9.40             April 1997          5
               5,000        9.40              June 1997          5
              75,000        1.10            December 1997        5
              60,000        1.50            December 1997        3
              25,000        2.20            December 1997        3
              23,000        2.50            December 1997        3
               2,500        8.75            December 1997        5
               1,250        1.90             March 1998          2
              15,000        2.50             March 1998          3
              80,000        2.30             April 1998          5
              10,000        2.21             April 1998          4
             500,000        2.50              June 1998          3
             200,000        2.80              June 1998          5
             100,000        3.00              June 1998          3
             200,000        3.00              June 1998          4
              10,000        2.21             April 1998          4

  No warrants were exercised in 1998.  During the year ended June 30,
  1997,  100,000  warrants were exercised  for total cash proceeds of
  $82,000.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  10.  STOCKHOLDERS' EQUITY - Continued

  Compensatory 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.   During  1998,  the  Company
  granted 90,000 options  to key employees,  which vest  over 1.5  years.
  During 1997, the Company granted 100,000  options to key employees  and
  directors, which vest over four years.  All other compensatory  options
  vested immediately upon their grant date.

  The Company applies APB Opinion 25  in accounting for it's stock  based
  compensation awards.  During 1998, 1997  and 1996, options issued  with
  exercise  prices  less  than  market  value  on  the  grant  date  were
  immaterial  and,  accordingly,   no  compensation   expense  has   been
  recognized in these years.   Had compensation  cost been determined  on
  the basis of fair  value pursuant to FASB  Statement No. 123, net  loss
  and net  loss  per  share for  1998,  1997  and 1996  would  have  been
  increased as follows:
                            1998                1997             1996
                    ------------         -----------      -----------
  Net loss:
     As reported    $(17,418,141)        $(7,509,040)     $(5,887,313)
     Pro forma       (17,483,423)         (7,682,011)      (5,996,393)

  Loss per share:
     As reported           (3.37)              (2.33)           (3.55)
     Pro forma             (3.38)              (2.38)           (3.61)

  Changes in  the Company's  compensatory  options with  exercise  prices
  above, equal  to  and below  market  price at  the  grant date  are  as
  follows:
                 Above            Equal to           Below
            --------------------------------------------------------------
                    Weighted          Weighted          Weighted
                     Average           Average           Average
                    Exercise          Exercise          Exercise     Total
            Options    Price  Options    Price  Options    Price   Options
            -------------------------------------------------------------- 
Outstanding
 at June 30,
 1995         9,060  $ 27.80        -   $    -        -   $    -     9,060

Granted in
 1996        28,225    20.00      700     7.50    3,200     6.10    32,125
Exercised
 in 1996    (17,050)    9.70     (700)    7.50   (1,400)    7.50   (19,150)
Forfeited/
 Expired
 In 1996          -        -        -        -        -        -         -
            -------------------------------------------------------------- 
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  10.  STOCKHOLDERS' EQUITY - Continued

  Compensatory Stock Options - Continued
  --------------------------------------
  Changes in  the Company's  compensatory  options with  exercise  prices
  above, equal  to  and below  market  price at  the  grant date - Continued

                 Above            Equal to           Below
            --------------------------------------------------------------
                    Weighted          Weighted          Weighted
                     Average           Average           Average
                    Exercise          Exercise          Exercise     Total
            Options    Price  Options    Price  Options    Price   Options
            -------------------------------------------------------------- 
Outstanding
 at June 30,
 1996        20,235    32.20        -        -    1,800     5.00    22,035

Granted in
 1997             -        -        -        -  105,350     9.40   105,350
Exercised
 in 1997          -        -        -        -   (7,150)    8.30    (7,150)
Forfeited/
 Expired
 in 1997          -        -        -        -        -        -         -
            -------------------------------------------------------------- 
Outstanding
 at June 30,
 1997        20,235    32.20        -   $    -  100,000     9.40   120,235

Price
 adjustment
 of variable
 options          -        -        -        -        -    (8.30)        -

Granted
 in 1998      2,500     8.75  590,000     2.47   10,000     1.54   602,500

Exercised
 in 1998          -        -        -        -        -        -         -
Forfeited/
 Expired in
 1998        (5,700)   30.00        -        -        -        -    (5,700)
            -------------------------------------------------------------- 
Outstanding
at June 30,
1998         17,035    14.64  590,000   $ 2.47  110,000   $ 3.03   717,035
            =======           =======           =======            =======
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  10.  STOCKHOLDERS' EQUITY - Continued

  Compensatory Stock Options - Continued
  --------------------------------------
  A summary of the weighted average grant date fair values of options
  with exercise prices above, equal to, and below market price at the
  date of grant are as follows:

                     Above         Equal to         Below
                   --------------------------------------
           1996        .24              .13          1.29
           1997          0                0           .61
           1998        .19              .87             0

  The following table summarizes information about compensatory stock options
  outstanding at June 30, 1998:
                                                      
                       Options Outstanding               Options Exercisable
                ------------------------------------   ------------------------
                                 Weighted
                                     Avg.   Weighted                   Weighted
                                Remaining       Avg.                       Avg.
      Range of       Number   Contractual   Exercise        Number  Exercisable
Exercise Price  Outstanding          Life      Price   Exercisable        Price
-------------------------------------------------------------------------------
$1.10 - $45.00      717,035    3.34 years      $3.92       672,270        $4.72

  The fair value of  each option granted is  estimated on the grant  date
  using the Black-Scholes option-pricing model.   The model requires  the
  input of subjective assumptions.   The following assumptions were  made
  in estimating the fair value of all compensatory stock options:

                                      1998          1997            1996
                           ---------------------------------------------
  Dividend yield                        0%            0%              0%
  Risk-free interest rate               6%            6%              6%
  Expected volatility                  79%           60%             60%
  Expected life            0.5 - 2.5 years    4.75 years      1.47 years

<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  11.       INCOME TAXES

  A reconciliation of income tax  expense (benefit) computed by  applying
  the U.S. federal tax  rates to loss  from continuing operations  before
  income taxes and  extraordinary items and  recorded income tax  expense
  (benefit) is as follows:
                                             1998          1997          1996
                                      ---------------------------------------
Tax expense (benefit) at
 statutory rate                       $(5,922,168)  $(2,978,911)  $(2,001,687)
State income taxes, net of federal
income tax effect                        (506,109)     (260,216)     (175,313)
Meals and entertainment                     7,323         5,998             -
Amortization of goodwill                   92,544        90,689             -
Change in estimate for prior years        355,846     1,213,485             -
Change in valuation allowance           5,972,564     1,465,920     2,177,000
                                      ---------------------------------------
                                      $         -   $  (463,035)  $         -
                                      =======================================

  The components of the Company's deferred income taxes at June 30, 1998
  and 1997 are as follows:
                                                1998          1997
                                          ------------------------
  Current:
     Inventory reserve                    $  122,141   $    94,316
     Bad debt reserve                         18,275       138,638
     Warranty reserve                         63,465       169,618
     Accrued contingency                     110,910             -
     Deferred revenue                         25,838             -
     Valuation allowance                    (340,629)     (402,572)
                                          ------------------------
                                          $        -   $         -
                                          ========================
  Noncurrent:
     Goodwill                                 63,798             -
     Depreciation                               (812)      (73,747)
     Warranty reserve                         89,686       160,891
     Software development costs             (968,982)   (1,534,162)
     Stock option compensation               159,906             -
     Net operating loss carryforward      13,013,732     7,831,025
     Valuation allowance                 (12,357,328)   (6,384,007)
                                          ------------------------
                                                   -             -
                                          ------------------------
  Total                                   $        -   $         -
                                          ========================

  At June 30, 1998, the Company has net operating loss carryforwards  for
  Federal income tax purposes of  approximately $35,400,000 which may  be
  used to  offset future  taxable income,  subject to  provisions of  the
  Internal Revenue Code Section 382, and  will expire in various  amounts
  in the years 2008 through 2013 if not utilized.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  12.  COMMITMENTS AND CONTINGENCIES

  One of the Company's subsidiaries, uniView Marketing Corporation (UMC),
  has been named as  a respondent by Davis  A/S (Davis) in a  commercial,
  international arbitration  proceeding filed  on May  26, 1998.    Davis
  claims that UMC breached a contract  to purchase and sell  large-screen
  projection television sets.   Davis seeks  approximately $9,756,703  in
  damages, based on claims for  lost profits and out-of-pocket  expenses.
  UMC has filed a formal response to the arbitration claim, claiming that
  Davis materially breached the Agreement  by failing to provide  product
  of merchantable  quality, and  by failing  to timely  provide the  "new
  product" contracted for in the  Agreement.  Settlement discussions  are
  ongoing and  management  believes  that the  proceeding  will  have  no
  material adverse effect upon the Company.  However, as with any  action
  of this type, the timing and degree of any effect upon the Company  are
  uncertain and there can  be no assurance that  the proceeding will  not
  have an adverse impact  on the Company  in the future.   The action  is
  currently pending in  the International  Chamber of  Commerce Court  of
  Arbitration.

  During 1996 and 1995, CM transferred receivables from qualified dealers
  to DFS under a repurchase agreement.  The agreement requires CM, in the
  event of  default  by  the  dealer,  to  repurchase  property  that  is
  collateral (inventory consisting of  consumer electronic products)  for
  the financing provided to the Curtis Mathes dealer.  CM is contingently
  liable to  DFS for  the portion  of the  receivable that  is  defaulted
  through non-payment or  non-recovery of  the collateral.   The  maximum
  contingent liability at June  30, 1998 was  approximately $66,000.   In
  conjunction  with  the  settlement  agreement  with  DFS,  all   dealer
  financing programs were canceled effective August 1, 1996.

  In the normal course  of business, the Company  is involved in  various
  product liability and other lawsuits.  The Company has accrued $300,000
  in connection with these items, which  is management's estimate of  the
  potential ultimate aggregate settlement amount and related costs.

  The Company  leases  equipment  under capital  leases  and  office  and
  purchase facilities  under  long-term noncancelable  operating  leases.
  The leases carry no renewal options.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  12.  COMMITMENTS AND CONTINGENCIES - Continued

  The following is a  schedule of future minimum  lease payments at  June
  30, 1998:
                                           Operating           Capital
                                              Leases            Leases
                                         -----------------------------
  1999                                   $   537,027       $    74,758
  2000                                       280,378            69,838
  2001                                       123,780            64,153
  2002                                        49,150            49,599
                                         -----------------------------
                                         $   990,335           258,348
  Less amount representing interest                            (83,257)
                                                           -----------
  Present value of net minimum lease
  payments including current
  maturities of $50,666                                    $   175,901
                                                           ===========

  Rental and lease  expense under operating  leases for  the years  ended
  June 30, 1998, 1997 and 1996  was approximately $698,032, $476,000  and
  $459,000, respectively.

  Also see Licensing Fees and Royalties Commitments - Note 18.

  13. CURTIS MATHES CORPORATION REORGANIZATION

  On October 1, 1992, (which occurred prior to the Company's  acquisition
  of CM) the Bankruptcy Court for the Eastern District of Texas confirmed
  CM's plan of reorganization ("Plan"),  subject to certain positive  and
  negative  covenants.    The  Plan   provided  for  the  following   key
  provisions, which affect the ongoing operations of the reorganized CM.

  Warranty Costs
  --------------
  The reorganized CM  assumed the  warranties for  the original  warranty
  periods for units  that were  sold prior  to CM  filing for  bankruptcy
  (pre-petition).   The warranty  assumed covers  parts  with a  cost  in
  excess of $15 for the remaining term of the warranty period.

  Treatment of DFS Allowed Unsecured Claim
  ----------------------------------------
  The DFS allowed unsecured claim was identified as "class twelve" in the
  Plan and could not exceed $2,600,000.  Beginning on the effective  date
  of the Plan, CM was required to contribute up to $400,000 as needed  to
  fund anticipated losses  on certain specific  home entertainment  units
  financed by DFS.  Additionally, in February 1993, CM began remitting to
  DFS on a monthly  basis an amount  equal to 1%  of the Company's  gross
  sales for the preceding month.   CM paid DFS approximately $71,260  and
  $216,000 for the years ended June 30, 1996 and 1995, respectively,  and
  approximately $136,000 for the eight-month period ended June 1994.  All
  remaining amounts due under this claim were settled in March 1996.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  14.  MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK

  The Company's customers  are located throughout  the United States  but
  concentrated in Texas, Oklahoma and Arkansas.  Two customers  accounted
  for 12% and 11%, respectively, of the Company's total revenues in 1998.
  During 1997,  no single  customer  accounted for  10%  or more  of  the
  Company's net sales.   In addition,  at June 30,  1998, two  customers'
  accounts comprised  approximately  36%  of  the  total  trade  accounts
  receivable balance.

  Financial instruments subject to credit risk consist primarily of cash,
  accounts and notes receivable  and notes payable.   Cash is at risk  to
  the extent  that  it  exceeds  Federal  Deposit  Insurance  Corporation
  insured amounts  (approximately  $1,986,000  at June  30,  1998).    To
  minimize risk, the Company places its cash and with high credit quality
  financial institutions.  The significant portion of notes receivable is
  secured by  the  parts  inventory  included  in  the  sale.    Accounts
  receivable are generally not secured.  Management provides an allowance
  for doubtful accounts, which reflects its estimate of the uncollectable
  receivables.  In the event of non-performance, the maximum exposure  to
  the Company is the recorded amount  of receivable at the balance  sheet
  date.

  15. BUSINESS SEGMENT INFORMATION

  During  1997  and  1996  the  Company  was  engaged  primarily  in  the
  distribution  of  consumer  electronic  products.    In  1998,  it  was
  primarily engaged in computer sales and services.  The following tables
  set forth-certain information with respect to the years ended June 30:

                                             1998         1997           1996
                                    -----------------------------------------
  Net revenues:
  Computer sales and service        $   2,356,065  $         -  $           -
  Consumer electronics                    131,148    2,503,512      7,656,836
                                    -----------------------------------------
  Consolidated                      $   2,487,213  $ 2,503,512  $   7,656,836
                                    =========================================
  Operating loss:
  Computer sales and service        $  (2,541,457) $         -  $           -
  Consumer electronics                 (9,055,366)  (6,229,880)    (3,478,435)
  Real estate and other                   (29,017)           -              -
  Corporate                            (5,485,376)  (1,982,294)    (1,825,445)
                                     -----------------------------------------
  Total operating loss                (17,111,216)  (8,212,174)    (5,303,880)

  Less interest expense                  (306,925)     (86,292)      (583,433)
                                    -----------------------------------------
  Loss from continuing operations   $ (17,418,141) $(8,298,466) $  (5,887,313)
                                    =========================================
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  15. BUSINESS SEGMENT INFORMATION - Continued

                                             1998         1997           1996
                                    -----------------------------------------
  Identifiable assets:
  Computer sales and service        $   4,506,207  $         -  $           -
  Consumer electronics                  5,402,397   13,620,173      6,356,795
  Real estate and other                       470            -         29,487
  Corporate                             7,819,588    1,854,580      8,824,124
                                    -----------------------------------------
                                    $  17,728,662  $15,474,753  $  15,210,406
                                    =========================================
  Depreciation, amortization and
  write-down:
  Computer sales and service        $   1,406,356  $         -  $           -
  Consumer electronics                  4,845,475      501,310        436,122
  Real estate and other                    29,017      189,194          1,226
  Corporate                               271,335            -        207,780
                                    -----------------------------------------
                                    $   6,552,183  $   690,504  $     645,128
                                    =========================================
  Capital Expenditures:
  Computer sales and service        $   1,287,459  $         -  $           -
  Consumer electronics                          -    1,689,685        194,667
  Corporate                                     -      410,674          1,228
  Less capital expenditures paid
  for other than by cash                        -      (28,882)       (59,337)
                                    -----------------------------------------
                                    $   1,287,459  $ 2,071,477  $     136,558
                                    =========================================

  16. RETIREMENT PLAN

  Prior to  subsidiary Curtis  Mathes  Corporation filing  bankruptcy  in
  1992,  the  subsidiary  had  a  defined  benefit  plan,  which  covered
  substantially all full-time employees.   The Company believed that  all
  liability for funding of  the Plan had  been discharged in  bankruptcy.
  However, it was determined in 1996  that funding of the plan for  prior
  year's service has not been relieved.   Therefore, the Company  accrued
  the amount of the unfunded plan liability as measured January 1,  1995,
  resulting in recognition of approximately $171,000 in pension cost  for
  the year ended June 30, 1996.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  16. RETIREMENT PLAN - Continued

  The following  table sets  forth the  funded  status of  the  Company's
  defined pension plan:

  Actuarial present value of benefit obligations:
                                                   1998           1997
                                               -----------------------
  Accumulated benefit obligation               $712,835       $708,186
                                               --------       --------
  Projected benefit obligation                  712,835        708,186
  Plan assets at fair value                     615,352        618,503
                                               --------       --------
  Excess projected benefit obligation            97,483         89,683

  Increase due to an assumption change           57,151              -

  Net Pension Liability                        $154,634       $ 89,683
                                               -----------------------
  Net pension cost includes the
   following components:

  Interest on unfunded liability               $  6,952       $ 21,227
  Actuarial loss                                   (848)        (3,360)
                                               -----------------------
  Net pension cost                             $  6,104       $ 17,867
                                               =======================
  The weighted  average assumed  discount rate  used in  determining  the
  actuarial present value  of the projected  benefit obligation for  1998
  and 1997  was 7.00%  and 7.75%,  respectively.   The  weighted  average
  assumed rate of  return on pension  plan assets for  1998 and 1997  was
  7.00% and 7.75%, respectively.

  17. INVESTMENT IN JOINT VENTURE

  During 1997, the Company  entered into a  joint venture agreement  with
  CMLP Group, Ltd. (CMLP),  a related party.   The joint venture  entity,
  Westgrove Joint Venture (Westgrove), was organized for the purposes  of
  purchasing and managing a  particular tract of land.   CMLP, a  limited
  partnership, is jointly  owned by  the Company's  officers, members  of
  management, and other related parties.  Associates Funding Group,  Inc.
  a related party, is CMLP's general partner.  Management and control  of
  Westgrove is maintained by CMLP.

  The carrying amount of the investment represents the Company's  initial
  contribution.   The agreement  entitled the  Company  to a  56  percent
  ownership and earnings  allocation.  The  investment was accounted  for
  under the equity  method of accounting  for 1997.   During fiscal  year
  1998, the Company issued common stock to each of the other partners, in
  exchange for their respective interests to complete a 100% ownership in
  the partnership.   This investment in  the joint venture  has now  been
  reclassified as land to properly reflect the nature of the asset.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  17. INVESTMENT IN JOINT VENTURE - Continued

  After obtaining 100% ownership of the partnership, the Company borrowed
  $250,000 with the land as collateral for the loan.

  18.   LICENSING FEES AND ROYALTIES COMMITMENTS

  During 1998  and  1997, the  Company  entered into  numerous  licensing
  agreements with  third  parties.   These  agreements  provide  for  the
  licensed use by  the Company of  certain proprietary technologies,  and
  vary in their terms and conditions.  Each agreement required an initial
  payment, which has been capitalized and  included in licensing fees  at
  year-end.  Pursuant to these agreements, the Company also committed  to
  future royalties and minimum periodic payments.

  Future minimum  payments  for  the years  ended  June  30  under  these
  licensing agreements are as follows:

                      1999                         $ 1,000,000
                      2000                           1,800,000
                      2001                           1,050,000
                      2002                             750,000
                                                   -----------
                                                   $ 4,600,000
                                                   ===========

  During fiscal  1997, the  Company entered  into  an agreement  for  the
  licensed use of certain technology.  Under the terms of the  agreement,
  the Company is obligated  to pay future  royalties (subject to  minimum
  amounts disclosed above) based on uniView units shipped as follows:

  First 100,000 units            $4.00 per unit
  Next 250,000 units             $3.50 per unit
  Next 650,000 units             $3.00 per unit
  Next 1,000,000 units           $2.75 per unit
  Above 2,000,000 units          $2.50 per unit

  During fiscal  1997, the  Company entered  into  an agreement  for  the
  licensed use of a computer software operating system.  Under the  terms
  of the  agreement, the  Company is  obligated to  pay future  royalties
  based on manufactured uniView units as follows:

  First 40,000 units            No royalty
  Next 60,000 units             10.00 (British pounds) per unit
  Next 100,000 units            8.00 (British pounds) per unit
  Next 200,000 units            6.00 (British pounds) per unit
  Next 400,000 units            5.00 (British pounds) per unit
  Next 800,000 units            4.00 (British pounds) per unit
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996

  19.   EXTRAORDINARY ITEM

  The extraordinary item of $789,426, net  of income tax of $463,035,  in
  1997 represents a gain on forgiveness of debt by DFS.  Effective  March
  9, 1996,  the Company  and  DFS entered  into  an agreement  to  settle
  amounts due from CM to DFS.  Under the agreement, all but $500,000  and
  future repurchase liabilities was forgiven  subject to payment in  full
  of the remaining  $500,000 on or  before April 8,  1997.   At June  30,
  1996, the Company owed DFS $300,000  of this amount.  During 1997,  the
  Company paid DFS $200,000 in cash.  The remaining $100,000 was paid  by
  the Custer Company, Inc.,  a related party  who assumed the  receivable
  from DFS.

  20. YEAR 2000

  The Company's  assessment of  its Year  2000  issues is  not  complete,
  however, the Company has taken actions to assess the nature and  extent
  of the work required to make  its systems, products and  infrastructure
  Year 2000  ready.   The  Company  intends  to work  toward  making  its
  internal information  technology Year  2000  ready, which  may  include
  replacing  or   updating   existing   computer   systems   as   needed.
  Additionally, the Company plans to evaluate the Year 2000 readiness  of
  its consultants, vendors and suppliers.   Where the Company  determines
  that critical  consultants,  vendors or  suppliers  are not  Year  2000
  ready, the Company  will monitor  their progress  and take  appropriate
  actions.  The  Company believes  it is  taking the  necessary steps  to
  resolve year  2000 issues  and, based  on current  progress and  future
  plans, the Company  believes that the  Year 2000 date  change will  not
  significantly affect  the Company's  ability  to deliver  products  and
  services to  its  customers  on a  timely  basis;  however,  given  the
  uncertain consequences  of failure  to  resolve significant  year  2000
  issues, there can be  no assurance that any  one or more such  failures
  would not have a material adverse  effect on the Company.  The  Company
  has not determined the cost of completing its compliance with the  Year
  2000.
<PAGE>
                        UNIVIEW TECHNOLOGIES CORPORATION
          (Formerly Curtis Mathes Holding Corporation) AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       June 30, 1998, 1997 and 1996
<TABLE>
VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>
                          Balance at  Charged to   Charged                Balance
                           beginning   costs and  to other                 at end
     Description             of year    expenses  accounts  Deductions    of year
---------------------------------------------------------------------------------
<S>                       <C>         <C>         <C>       <C>         <C>
Year ended June 30, 1996
Allowance for doubtful
   Accounts               $ (77,034)  $        -  $ 77,034  $        -  $       -
Inventory obsolescence                         
 reserve                  (229,675)      118,672   111,003           -          -
Note receivable
 reserve                         -      (613,114)        -           -   (613,114)

Year ended June 30, 1997
Inventory obsolescence
   reserve                       -      (255,115)        -           -   (255,115)
Note receivable
 reserve                  (613,114)            -  (375,000)    613,114   (375,000)

Year ended June 30, 1998
Inventory obsolescence
  Reserve                 (255,115)      (75,263)        -           -   (330,378)
Note receivable
 reserve                  (375,000)     (224,417)        -     375,000   (224,417)
</TABLE>
<PAGE>
                    UNIVIEW TECHNOLOGIES CORPORATION
                        AND SUBSIDIARIES

                         EXHIBIT INDEX

Exhibit                                                Sequential
Number              Description of Exhibits                  Page

2.1       Memorandum  of  Sale  and  Purchase  Agreement  (CMC)  for  the
          acquisition of Curtis Mathes Corporation (filed as Exhibit  "A"
          to  the Company's quarterly report on Form 10-Q for the quarter
          ended  December 31, 1993 and incorporated herein by reference.)
                                                              N/A

2.2       Memorandum  of  Sale  and  Purchase  Agreement  (WRC)  for  the
          acquisition of certain assets of Whitaker Repair Company,  Inc.
          (filed as Exhibit "B" to the Company's quarterly report on Form
          10-Q  for  the quarter ended December 31, 1993 and incorporated
          herein by reference.)                               N/A

2.3       Stock Purchase Agreement dated as of June 12, 1998 between  the
          Company  and  Alscomm,  Inc.  (filed  as  Exhibit  "2"  to  the
          Company's Current Report on Form 8-K originally filed with  the
          Commission  on  June  26,  1998  and  incorporated  herein   by
          reference.)                                         N/A

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

3(ii)     Bylaws  of  the  Company, as amended, defining  the  rights  of
          security  holders  (filed as Exhibit "3(ii)" to  the  Company's
          Quarterly  Report  on  Form 10-Q for the fiscal  quarter  ended
          December 31, 1997 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       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

4.3       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

4.4       Form  of  warrant issued in connection with Series J  Preferred
          Stock  (filed as Exhibit "4.5" to the Company's Current  Report
          on  Form  8-K dated April 23, 1997 and incorporated  herein  by
          reference.)                                         N/A
<PAGE>
4.5       Series K Preferred Stock terms and conditions (filed as Exhibit
          "4.4" to the Company's Current Report on Form 8-K dated May 16,
          1997 and incorporated herein by reference.)         N/A

4.6       Form  of  subscription agreement for Series K  Preferred  Stock
          (filed as Exhibit "4.5" to the Company's Current Report on Form
          8-K  dated  May 16, 1997 and incorporated herein by reference.)
                                                              N/A

4.7       Form  of  warrant issued in connection with Series K  Preferred
          Stock  (filed as Exhibit "4.4" to the Company's Current  Report
          on  Form  8-K  dated  May 23, 1997 and incorporated  herein  by
          reference.)                                         N/A

4.8       Series L Preferred Stock terms and conditions (filed as Exhibit
          "4.5" to the Company's Current Report on Form 8-K dated May 23,
          1997 and incorporated herein by reference.)         N/A

4.9       Form  of  subscription agreement for Series L  Preferred  Stock
          (filed as Exhibit "4.6" to the Company's Current Report on Form
          8-K  dated  May 23, 1997 and incorporated herein by reference.)
                                                              N/A

4.10      Series  M  Preferred Stock terms and conditions, as amended  on
          July  11,  1997  (filed  as  Exhibit  "4.7"  to  the  Company's
          Registration Statement on Form S-3 filed with the Commission on
          August 18, 1997 and incorporated herein by reference.)      N/A

4.11      Series  N  Preferred  Stock terms and  conditions,  as  amended
          (filed as Exhibit "4.7" to the Company's Registration Statement
          on  Form  S-3  filed with the Commission on May  13,  1998  and
          incorporated herein by reference.)                  N/A

4.12      Form  of  Securities Subscription Agreement for  Series  M  and
          Series  N  Preferred  Stock (filed as  Exhibit  "99.2"  to  the
          Company's  Registration Statement on Form S-3  filed  with  the
          Commission  on  November  25, 1997 and incorporated  herein  by
          reference.)                                         N/A

4.13      Series Q Preferred Stock terms and conditions (filed as Exhibit
          "4.6"  to  the Company's Current Report on Form 8-K dated  June
          12, 1998 and incorporated herein by reference.)     N/A

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

4.15      Form  of  warrant  issued  in connection  with  the  Pacific  C
          ontinental  Agreement (filed as Exhibit "4.9" 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

4.16      Series  1998-A1 Preferred Stock terms and conditions (filed  as
          Exhibit "4.5" to the Company's Registration Statement on Form S-
          3  filed  with the Commission on July 20, 1998 and incorporated
          herein by reference.)                               N/A
<PAGE>
4.17      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

10.1      Floorplan  Purchase  Agreement dated as  of  October  27,  1992
          between   Curtis  Mathes  Corporation  and  Deutsche  Financial
          Services  Corporation  (f/k/a  ITT  Commercial  Finance  Corp.)
          (filed  as  Exhibit "10.13" to the Company's annual  report  on
          Form  10-K  for  the  fiscal  year  ended  June  30,  1995  and
          incorporated herein by reference.)                  N/A

10.2      Amendment to Floorplan Purchase Agreement dated as of April 30,
          1993  between Curtis Mathes Corporation and Deutsche  Financial
          Services  Corporation  (f/k/a  ITT  Commercial  Finance  Corp.)
          (filed  as  Exhibit "10.14" to the Company's annual  report  on
          Form  10-K  for  the  fiscal  year  ended  June  30,  1995  and
          incorporated herein by reference.)                  N/A

10.3      Financing  Program  Agreement dated  as  of  October  27,  1992
          between   Curtis  Mathes  Corporation  and  Deutsche  Financial
          Services  Corporation  (f/k/a  ITT  Commercial  Finance  Corp.)
          (filed  as  Exhibit "10.15" to the Company's annual  report  on
          Form  10-K  for  the  fiscal  year  ended  June  30,  1995  and
          incorporated herein by reference.)                  N/A

10.4      Amendment  to Financing Program Agreement dated as of  November
          6,   1992   between  Curtis  Mathes  Corporation  and  Deutsche
          Financial  Services  Corporation (f/k/a ITT Commercial  Finance
          Corp.) (filed as Exhibit "10.16" to the Company's annual report
          on  Form  10-K  for  the fiscal year ended June  30,  1995  and
          incorporated herein by reference.)                  N/A

10.5      Amendment to Financing Program Agreement dated as of April  15,
          1993  between Curtis Mathes Corporation and Deutsche  Financial
          Services  Corporation  (f/k/a  ITT  Commercial  Finance  Corp.)
          (filed  as  Exhibit "10.17" to the Company's annual  report  on
          Form  10-K  for  the  fiscal  year  ended  June  30,  1995  and
          incorporated herein by reference.)                  N/A

10.6      Amendment  to Financing Program Agreement dated as of September
          8,   1993   between  Curtis  Mathes  Corporation  and  Deutsche
          Financial  Services  Corporation (f/k/a ITT Commercial  Finance
          Corp.) (filed as Exhibit "10.18" to the Company's annual report
          on  Form  10-K  for  the fiscal year ended June  30,  1995  and
          incorporated herein by reference.)                  N/A

10.7      Asset   Purchase  Agreement  between  Curtis  Mathes  Marketing
          Corporation  and Hughes Training, Inc. dated as of October  25,
          1994,  relating  to  the  purchase of the  RealView  technology
          (filed  as  Exhibit "10.20" to the Company's annual  report  on
          Form  10-K  for  the  fiscal  year  ended  June  30,  1995  and
          incorporated herein by reference.)                  N/A
<PAGE>
10.8      Lease  Agreement  by  and between Terry N. Worrell,  Sharon  C.
          Worrell,  and  Kay Y. Moran, Trustee, as Landlord,  and  Curtis
          Mathes   Corporation,  as  Tenant,  dated  October   27,   1994
          pertaining   to   the  property  utilized  as   the   Corporate
          headquarters  (filed as Exhibit "10.9" to the Company's  annual
          report on Form 10-K for the fiscal year ended June 30, 1997 and
          incorporated herein by reference.)                  N/A

10.9      Letter  of  Intent dated April 29, 1996 between  Curtis  Mathes
          Corporation,   Warranty   Repair   Corporation,   and   Inman's
          Corporation  relating to CM warranty service (filed as  Exhibit
          "10.23"  to  the Company's annual report on Form 10-K  for  the
          fiscal  year  ended  June 30, 1996 and incorporated  herein  by
          reference.)                                         N/A

10.10     Warranty  Service Agreement dated May 10, 1996  between  Curtis
          Mathes  Corporation, Warranty Repair Corporation,  and  Inman's
          Corporation  relating to CM warranty service (filed as  Exhibit
          "10.24"  to  the Company's annual report on Form 10-K  for  the
          fiscal  year  ended  June 30, 1996 and incorporated  herein  by
          reference.)                                         N/A

10.11     Memorandum  of  Asset Purchase Agreement dated  June  19,  1996
          between  Warranty  Repair Corporation and  Inman's  Corporation
          relating  to  sale of WRC's parts inventory (filed  as  Exhibit
          "10.25"  to  the Company's annual report on Form 10-K  for  the
          fiscal  year  ended  June 30, 1996 and incorporated  herein  by
          reference.)                                         N/A

10.12     Promissory  Note  from Inman's Corporation to  Warranty  Repair
          Corporation dated June 19, 1996 relating to sale of  WRC  parts
          inventory  (filed  as Exhibit "10.26" to the  Company's  annual
          report on Form 10-K for the fiscal year ended June 30, 1996 and
          incorporated herein by reference.)                  N/A

10.13     Security   Agreement  dated  June  19,  1996  between   Inman's
          Corporation and Warranty Repair Corporation relating to sale of
          WRC  parts inventory (filed as Exhibit "10.27" to the Company's
          annual  report on Form 10-K for the fiscal year ended June  30,
          1996 and incorporated herein by reference.)         N/A

10.14     Manufacturing  and Consulting Services Agreement  dated  as  of
          December  6,  1996 between Curtis Mathes Marketing  Corporation
          and  McDonald Technologies International, Inc., relating to the
          manufacture of Curtis Mathes uniViewT set-top units  (filed  as
          Exhibit  "10.3" to the Company's quarterly report on Form  10-Q
          for the quarter ended March 31, 1997 and incorporated herein by
          reference.)                                         N/A

10.15     Joint  Venture Agreement dated as of January 20,  1997  between
          Curtis  Mathes  Marketing  Corporation  and  CMLP  Group,  Ltd.
          pertaining  to  a tract of land located in the Beltwood  North-
          Trinity  Addition  to  the City of Carrollton,  Dallas  County,
          Texas(filed  as Exhibit "10.23" to the Company's annual  report
          on  Form  10-K  for  the fiscal year ended June  30,  1997  and
          incorporated herein by reference.)                  N/A
<PAGE>
10.16     RiscOS  Licence and Development Agreement dated as of  February
          20,  1997 between Curtis Mathes Marketing Corporation and Acorn
          Computers  Limited, relating to the license and development  of
          the  Curtis Mathes uniViewT technology (filed as Exhibit "10.4"
          to  the Company's quarterly report on Form 10-Q for the quarter
          ended  March  31, 1997 and incorporated herein  by  reference.)
                                                              N/A

10.17     Technology License and Distribution Agreement dated as of March
          28,  1997 between Curtis Mathes Marketing Corporation  and  Sun
          Microsystems,  Inc.,  relating  to  a  license  of   the   Java
          technology (filed as Exhibit "10.5" to the Company's  quarterly
          report  on Form 10-Q for the quarter ended March 31,  1997  and
          incorporated herein by reference.)                  N/A

10.18**   Employment Contract with Mr. Custer dated as of April  7,  1997
          (filed  as  Exhibit "10.26" to the Company's annual  report  on
          Form  10-K  for  the  fiscal  year  ended  June  30,  1996  and
          incorporated herein by reference.)                  N/A

10.19**   Employment Contract with Mr. Robinson dated as of April 7, 1997
          (filed  as  Exhibit "10.27" to the Company's annual  report  on
          Form  10-K  for  the  fiscal  year  ended  June  30,  1996  and
          incorporated herein by reference.)                  N/A

10.20**   Stock Option Agreement with Mr. Appel dated as of April 7, 1997
          (filed  as  Exhibit "10.28" to the Company's annual  report  on
          Form  10-K  for  the  fiscal  year  ended  June  30,  1996  and
          incorporated herein by reference.)                  N/A

10.21**   Stock  Option Agreement with Mr. Warren dated as  of  April  7,
          1997  (filed as Exhibit "10.29" to the Company's annual  report
          on  Form  10-K  for  the fiscal year ended June  30,  1996  and
          incorporated herein by reference.)                  N/A

10.22     Agreement  dated  as of August 26, 1997 between  Curtis  Mathes
          Marketing   Corporation  and  Davis  A.S.   relating   to   the
          manufacture and marketing of large-screen projection television
          sets (filed as Exhibit "10.1" to the Company's quarterly report
          on  Form  10-Q for the fiscal quarter ended September 30,  1997
          and incorporated herein by reference.)              N/A

10.23     Promissory  Note dated December 23, 1997 from  the  Company  to
          Geneva  Reinsurance Company Ltd. in the original principal  sum
          of  $2,000,000  (filed  as  Exhibit  "10.1"  to  the  Company's
          quarterly  report  on  Form 10-Q for the fiscal  quarter  ended
          March 31, 1998 and incorporated herein by reference.)N/A

21*                                 Subsidiaries of the Company.      73

27*       Financial Data Schedule (for EDGAR filing purposes only.)   74

99.1      Agreement  between  the  Company  and  Pacific  Continental   
          Securities  Corp.  dated  as  of  June  3,  1998  (the "Pacific
          Continental  Agreement.")  (filed  as  Exhibit  "99.1"  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
<PAGE>
99.2      Agreement between the Company and J.P. Carey, Inc. dated as  of
          August  8,  1997 (the "J.P. Carey Agreement")(filed as  Exhibit
          "99.2"  to  the Company's Registration Statement  on  Form  S-3
          originally  filed with the Commission on August  18,  1997  and
          incorporated herein by reference.)                  N/A

99.3      Form   of  Securities  Subscription  Agreement  for  Series   Q
          Preferred  Stock  (filed  as Exhibit "99.3"  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

99.4      Form  of Registration Rights Agreement for holders of Series  Q
          Preferred  Stock  (filed  as Exhibit "99.4"  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

99.5      Form  of  Stock Purchase Agreement for Series 1998-A1 Preferred
          Stock  (filed  as Exhibit "99.5" 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

99.6      Form  of  Registration Rights Agreement for holders  of  Series
          1998-A1  Preferred  Stock  (filed  as  Exhibit  "99.6"  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
_______________
*  Filed herewith.
**  Management contract or compensation plan or arrangement required to
be filed as a exhibit pursuant to Item 14 (c).