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, 1999

               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 NO

     Indicate by check mark, if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.     [X]

     On August 31, 1999, the aggregate market value of the voting stock
held by non-affiliates of the Registrant (16,559,505 shares) was
approximately $21,527,357 based upon the average of the high and low
trading prices of the Common Stock as reported by the Nasdaq Stock Market
($1.30).

     On August 31, 1999, there were 16,919,274 shares of Registrant's
common stock outstanding.

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


Page Number

ITEM l.   BUSINESS                                              3

ITEM 2.   PROPERTIES                                            6

ITEM 3.   LEGAL PROCEEDINGS                                     7

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

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

ITEM 6.   SELECTED FINANCIAL DATA                              10

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

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK                                          18

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
          Index to Consolidated Financial Statements           18

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING  AND FINANCIAL  DISCLOSURE                18

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT   19

ITEM 11.  EXECUTIVE COMPENSATION                               21

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

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       26

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K                                          27

SIGNATURES                                                     28

EXHIBIT INDEX                                                  60
<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, and home office, as well as providing system integration,
technical support and network consulting.

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

     In November 1993, we acquired Curtis Mathes Corporation (CMC), maker
of consumer electronics products relating specifically to the home
entertainment industry, and in May 1994, we changed our name to Curtis
Mathes Holding Corporation to reflect our primary business activity at
that time.  During fiscal 1996, CMC sold its entire remaining inventories
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 we began development of our proprietary Internet/television
"convergence" technology, called "uniViewr," designed to enhance the
capabilities of television.  We introduced our first 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
Xpresswayr, which was developed concurrently with the set top box
technology.

     In 1997 we began to offer consulting services in connection with our
revolutionary set top box and, today, we use convergence devices and
integration expertise to design custom broadband networks for clients in
multi-level marketing, hospitality, medical facilities, utilities,
banking, and telecommunications.  In addition to complete network system
design and integration, we also offer Web site development, web site
hosting, and full international Internet access, as well as product
research and development and customer service.  The transition from a
consumer electronics company to a technology consulting company has been
completed, and is exemplified by the Company's name change to "uniView
Technologies Corporation."

     (b)  Financial Information About Industry Segments

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

<PAGE>
     (c)  Narrative Description of Business

Major Markets, Products and Services

     Our primary focus is in offering the technical expertise of our
experienced and knowledgeable staff to customers wishing to increase
business productivity by maximizing the benefits of their information
technology (IT).  We target various niche markets, including 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
interactive broadband 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.

<PAGE>
Patents, Trademarks and Licenses

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

Manufacturing

     We have no plans to manufacture any product based upon our
technology.  Licensees of our 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

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

Major Customers

     We had no customers in 1999 accounting for more than 10% of our
consolidated revenues.  We had one customer in 1999 accounting for 17% of
our trade accounts receivable, and two customers in 1998 accounting for
36% of our trade accounts receivable.

Competition

     The industry in which we and our licensees operate is intensely and
increasingly competitive and includes a large number of technology
development and consulting companies, 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 our 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 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.  We also compete with various national and local Internet
service providers, such as the Microsoft Network, AT&T Corp., MCI
Communications Corporation, Netcom and others, and commercial on-line
services such as America Online, Inc., ICTV and @Home Network, 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.
<PAGE>
Research and Development

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

Employees

     As of June 30, 1999, we employed 79 persons.  We believe that our
employee relations are good.

Warranty

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

ITEM 2.   PROPERTIES

     At  June  30,  1999  we  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

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

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

     Our locations are deemed to be suitable for all of our operations
and are reasonably well utilized.  As we have moved away from consumer
electronics, our 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 our current
corporate headquarters location is under-utilized.  The lease term for
this location expires in November 1999 and we are currently evaluating
other locations.

<PAGE>
ITEM 3.   LEGAL PROCEEDINGS

     In June 1998, we acquired 100 percent ownership of Video Management
Inc. ("VMI"), which owns 100 percent of Network America, Inc. ("NWA"), an
Oklahoma corporation, 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.  In May 1998 an
involuntary petition in bankruptcy was filed against DataTell under
Chapter 7 of the United States Bankruptcy Code.  The relevance of this
proceeding is that if certain conditions are satisfied, the acquisition
of NWA and CNSS by VMI could be reviewed by the Court to determine
whether a preferential or a fraudulent transfer of those assets had
occurred under the bankruptcy code.

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

     Former subsidiary uniView Marketing Corporation ("UMC") was named as
a respondent by Davis A/S ("Davis") in a commercial, international
arbitration proceeding filed in May 1998. The action was filed in the
International Chamber of Commerce Court of Arbitration under Case No.
9981 FMS, styled Davis A/S v. Curtis Mathes Marketing Corporation.  This
action has been dismissed without prejudice.

     In October 1998 Raytheon Training, Inc., formerly known as Hughes
Training, Inc., filed an action against uniView Marketing Corporation
("UMC") and the Company, alleging that UMC failed to pay approximately
$475,000 under a contract between the parties dated October 25, 1994.
Although we sold UMC as of October 31, 1998, we retain a contingent
liability as guarantor of any amounts ultimately found to be due under
the contract.  UMC and the Company filed a response to the claim, setting
forth various defenses.  We intend to vigorously defend this action and
believe that we will prevail on our defenses.  However, as with any
action of this type, the timing and degree of any effect upon the Company
are uncertain.  If Raytheon prevails on the guaranty, it could have a
material adverse effect upon the Company.  The action is currently
pending in the 342nd District Court of Tarrant County, Texas, under Case
No. 342-175836-98, styled Raytheon Training, Inc. f/k/a Hughes Training,
Inc. v. uniView Marketing Corporation f/k/a Curtis Mathes Marketing
Corporation and uniView Technologies Corporation f/k/a Curtis Mathes
Holding Corporation.

<PAGE>
     Subsequent to June 30, 1999, we entered into a new Database Services
Agreement with TVData Technologies, L.P. and all litigation between the
parties was dismissed with prejudice.  In return for being granted access
to TVData's database of TV listings for two more years, we pre-paid
$750,000 and issued 250,000 shares of our common stock to TVData.  The
agreement further provides for an annual fee of $70,000 and a fee for
each of our customers that use the TV listings.  The litigation was
previously reported as an arbitration proceeding filed with the American
Arbitration Association under Case No. 30 199 00278 98, styled TVData
Technologies, L.P. and Curtis Mathes Marketing Corporation; and another
action in the United States District Court for the Northern District of
Texas, under Case No. 399CV0103-J, styled TV Data Technologies, L.P. v.
uniView Technologies Corporation, f/k/a Curtis Mathes Holding
Corporation.

     We are routinely a party to ordinary litigation incidental to our
business, as well as to other litigation of a nonmaterial nature, the
outcome of which we do not expect, individually or in the aggregate, to
have a material adverse effect on our financial condition or results of
operations in excess of the amount accrued for such purposes at June 30,
1999.

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

     We held our 1998 Annual Shareholders' Meeting on May 13, 1999.  Of
our 13,470,769 common shares issued and outstanding as of the Record
Date, 12,787,145 were represented in person or by proxy at the meeting,
which constituted a quorum for the transaction of all business to come
before the meeting.

     The following proposals were approved by a majority of the shares
represented at the meeting:

     1.   Election of Directors:
               Patrick A. Custer   (FOR  12,650,082; WITHHELD  137,063.)
               Edward M. Warren    (FOR  12,649,982; WITHHELD  137,163.)
               Bernard S. Appel    (FOR  12,649,982; WITHHELD  137,163.)
               Billy J. Robinson   (FOR  12,650,082; WITHHELD  137,063.)

     2.   Ratification of the appointment of the accounting firm of Grant
Thornton LLP as independent auditors for the Company for the fiscal year
ended June 30, 1999.

     FOR   12,647,483         AGAINST   108,367        ABSTAIN   31,295

     The following proposal was NOT approved by the required number of
shareholder votes:

     3.   Authorization for the Company to issue, if required, the
remaining common shares for conversion of the Series Q Preferred Stock.

     FOR   4,347,096          AGAINST   425,028        ABSTAIN   41,851

<PAGE>
                            PART II

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

Market Information

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

     Quarter Ending Date                High Trade          Low Trade
     Fiscal 1999

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

     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

     As of August 31, 1999 there were a total of approximately 15,500
record shareholders and individual participants in security position
listings.  As of the same date there were 16,919,274 common shares
outstanding.  We have never paid cash dividends on common shares, and do
not anticipate doing so in the foreseeable future.

Recent Sales of Unregistered Securities

     On June 1, 1999 we issued 1,000,000 shares of our Common Stock to an
accredited investor in partial conversion of $1 million of the 1997
Convertible Note, at a conversion rate of $1.00 per share.  The issuance
was made pursuant to the exemption from registration provided by SEC
Regulation D.

<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

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

<TABLE>
<CAPTION>
                           Year Ended June 30,
                           ------------------------------------------------------------------------------------
                           1999             1998             1997             1996             1995
                           ----             ----             ----             ----             ----
Consolidated Statement
of Operations Data
----------------------
<S>                        <C>              <C>              <C>              <C>              <C>
Revenues                   $11,486,058      $  2,487,213     $  2,503,512     $  7,656,836     $ 21,267,244

Net Loss                    (6,297,353)      (17,418,141)      (7,509,040)      (5,887,313)      (4,236,585)
Loss per Common Share(1)         (0.52)            (3.37)           (2.33)           (3.55)           (4.40)
Loss from
  Continuing Operations     (6,297,353)      (17,418,141)      (8,298,466)      (5,887,313)      (4,409,585)
Loss from
  Continuing Operations
  per Common Share(1)            (0.52)            (3.37)           (2.57)           (3.55)           (4.60)

Consolidated Balance
Sheet Data
--------------------
Total Assets               $ 14,080,768     $ 17,728,662     $ 15,474,753     $ 15,210,406     $ 14,088,400

Long Term Debt including
  Current Maturities          3,823,210        3,835,315          525,837        1,450,435        3,282,706

Shareholders' Equity          8,336,978        7,300,231       12,300,635       11,723,532        2,920,780
</TABLE>

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

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

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

<PAGE>
                       Forward Looking Statements

     This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize,
and which are subject to various risks and uncertainties, including
statements concerning expected expenses, Year 2000 readiness, and the
adequacy of our sources of cash to finance our current and future
operations.  When used in this report, the words "plans," "believes,"
"expects," "anticipates," "estimates" and similar expressions are
intended to identify forward-looking statements.  Factors which could
cause actual results to materially differ from our expectations include
the following: general economic conditions and growth in the high tech
industry; competitive factors and pricing pressures; changes in product
mix; the timely development and acceptance of new products; Year 2000
readiness of our suppliers, and the risks described from time to time in
the our SEC filings.  These forward-looking statements speak only as of
the date of this report.  We expressly disclaim any obligation or
undertaking to release publicly any updates or change in our expectations
or any change in events, conditions or circumstances on which any such
statement may be based, except as may be otherwise required by the
securities laws.

                                Overview

     uniView Technologies Corporation offers the expertise and innovative
tools necessary to create fully customized video-on-demand, interactive
applications, e-commerce, and other interactive broadband services.
Building on a foundation of interactive broadband technology, and the
understanding of end user requirements, we have merged our Internet
access technologies and existing applications with the technologies of
our development partners to deliver the future of interactive networking
products and services.  In 1997, we introduced our first revolutionary
set top box and, today, we use convergence devices and integration
expertise to design custom broadband networks for clients in multi-level
marketing, hospitality, medical facilities, utilities, banking, and
telecommunications.  In addition to complete network system design and
integration, we also offer Web site development, web site hosting, and
full international Internet access, as well as product research and
development and customer service.  More information about us can be found
at our Web site, www.uniView.net.

                          Results of Operations

Revenues

     Total sales for fiscal year 1999 were $11.49 million, which
represents a significant increase over sales of $2.49 million in 1998.
Most of the sales for 1999 can be attributed to network system design and
integration services provided through our subsidiary, Network America,
Inc. ("NWA"), which was acquired at the end of fiscal year 1998; however,
we expect our Advanced Systems Group ("ASG") to substantially increase
its contribution to revenues during the coming year from contracts such
as those with Mary Kay and Domintel.

<PAGE>
     Sales of $2.50 million during 1998 were the same as sales in 1997.
Substantially all sales for 1998 occurred as a direct result of our 1998
acquisitions.  Sales in 1997 were diminished by unforeseen delays in the
introduction of the uniView set top box.  All sales for 1997 resulted
from finished goods television products being exchanged for advertising
from a major cable television network.

Gross Profit

     Gross profit in 1999 was 15.4%, compared to a negative 55.3% gross
profit in 1998.  Gross margin for the sale of products for 1999 was
approximately $1.48 million, which represents an increase of
approximately $896,000 over 1998.  Gross margin for service revenue for
1999 was $284,000, which represents an increase of approximately $1.3
million over 1998. Gross margin for product sales and services provided
by NWA is expected to remain fairly consistent in the future, while the
gross margin provided by ASG is expected to increase.

     1998 is not comparable to 1997 as a result of a different product
and service mix provided in those years.  Gross profit for 1998 was a
negative 20%, compared to a negative 4% in 1997.  During fiscal 1997,
dated inventories were sold at below original cost while in 1998 costs of
running nationwide points of presence for the Internet service resulted
in additional costs.

Inventories and Software Costs Write-Down

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

     Approximately $2.4 million of software development costs related to
the uniView set top box were capitalized in 1998.  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 costs of approximately $414,000 were capitalized in 1999.

<PAGE>
     Software development costs capitalized in connection with the
uniView Xpressway Internet service during 1998 and 1997 were $828,000 and
$1,151,000, respectively.  We originally positioned ourselves to market
our uniView Xpressway Internet services to a broad based consumer market,
consistent with our initial marketing strategy for the set-top box.  We
redirected our focus and 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 we wrote-off approximately $452,000 of software development
costs attributable to the uniView Xpressway Internet service.  No further
software costs in connection with the uniView Xpressway Internet service
were capitalized or written off in 1999.

Operating Expenses

     Total operating expenses for fiscal 1999 decreased by $2.89 million
from 1998.  Compensation expense increased over 1998 by $870,000, which
resulted from the effect of a full year's reporting of the employees
acquired with NWA at the end of last year.  Expenses related to the
Internet online service were reduced by approximately $1 million in 1999
from 1998; public company expenses consisting of filing fees, brokerage
fees and commissions was reduced by $436,000 in 1999 from 1998; and
marketing and advertising expenses were reduced by $1.2 million in 1999
from 1998.  Significant components of operating expenses for 1999
consisted of $3.67 million for compensation; $890,000 for facilities (net
of $1.4 million for depreciation); and $1.69 million for amortization of
software development costs, trademark and goodwill.

     Operating expenses for fiscal 1998 increased by $3.75 million from
1997.  Compensation expense increased in 1998 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 from 1997.  This resulted primarily from
amortization of the capitalized software costs which we began to amortize
in 1998, as well as depreciation of equipment related to the Internet
service, which we began depreciating in 1998.  In addition, we amortized
goodwill in connection with our acquisitions at the end of fiscal 1998.
In connection with the Internet service, we 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 during 1998.  Significant
components of operating expenses for 1997 consisted of $1,981,000 for
advertising and $517,000 for research and development.

Gain on Sale of Subsidiaries

     On October 31, 1998 we completed the sale of our retail marketing
arm, uniView Marketing Corporation ("UMC"), and one of our computer
consulting subsidiaries, CompuNet Support Systems, Inc. ("CNSS").  UMC
was originally established to create a retail marketing presence for the
uniViewr set-top box.  Even though this product was introduced and sold
though several retailers, we elected to focus on niche markets and not to
pursue the direct retail market.  CNSS was acquired in 1998 and
represented a lower level duplication of our Advanced Systems Group
("ASG").  Many of the clients of CNSS have been assimilated into ASG,
<PAGE>
where the potential for growth and profitability is considered to be much
greater.  In connection with the transaction, we reported a gain of $1.66
million, which consists primarily of a reduction in liabilities
associated with UMC.

Interest Expense

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

     Interest expense increased to $307,000 in fiscal 1998 from $86,000
in fiscal 1997.  This increase was primarily the result of additional
borrowings during 1998 intended to fund the uniView product and Internet
service operations.

                     Liquidity and Capital Resources

Cash Flows From Operations

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

     Cash used by operations for the fiscal years ended June 30, 1998 and
1997 were $6.29 million and $7.27 million, respectively.  Major
components of cash flows from operations in fiscal 1998 included: $1.75
million decreases in prepaid expenses, a significant portion of which
relates to amounts reclassified to inventories which accounts for the
$1.1 million increase in inventories, approximately $500,000 of the
decrease in prepaid expenses relates to advertising costs expensed in
1998; the increase in accounts payable, accrued liabilities, and other
current liabilities of $3.28 million;  $3.17 million for depreciation and
amortization; $4.39 million for the write down of inventories and
capitalized software; and the effects of a $17.4 million loss from
operations.

     Major components of cash flows from operations for 1997 included:
$1.83 million for increases in prepaid expenses related to parts
inventories 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
$1.44 million; $691,000 for depreciation and amortization; and the
effects of a $7.5 million loss from operations.

Cash Flows From Investing Activities

     During fiscal 1999, we purchased for cash $126,000 of property and
equipment as compared to $1.29 million in fiscal 1998.  We paid $414,000
in cash for improvements to the uniView set top box product line and
Internet services in fiscal 1999 as compared to $3.22 million spent in
cash developing these product lines during fiscal 1998.  We collected
another $201,000 on notes receivable and received $250,000 from the sale
of land in fiscal 1999.

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


Cash Flows From Financing Activities

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

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

     We generated net cash from financing activities of $11.8 million
during the fiscal year ended June 30, 1997.  Significant components
included $8.3 million received from issuances of preferred and common
stock; $1 million received from advances under our borrowing arrangement
that was later converted to common stock; $1.2 million paid in cash for
preferred stock redeemed; $643,000 for payments on long term debt; and
the receipt of $4.35 million cash for common stock issued in the prior
year.

                              Other Matters

Cash Flow

     During the fiscal years ended June 30, 1999, 1998 and 1997 we did
not achieve a positive cash flow from operations.  Accordingly, we rely
on available borrowing arrangements and continued sale of our common
stock and preferred stock to fund operations until a positive cash flow
from operations can be achieved.  We expect to achieve a positive cash
flow in the coming fiscal year; however, if we are unable to achieve a
positive cash flow from operations, additional financing or placements
will be required.  We continually evaluate opportunities with various
investors to raise additional capital, without which, our growth and
profitability could be restricted.  Although we believe that sufficient
financing resources are available, there can be no assurance that such
resources will continue to be available to us or that they will be
available upon favorable terms.


<PAGE>
Nasdaq Listing

     Nasdaq initiated a listing requirement review of our stock in 1998
as a result of our common stock trading below the minimum required Nasdaq
SmallCap Market bid price of $1.00 per share for more than 30 days.  In
addition to regaining compliance with the bid price requirement, Nasdaq
required us to demonstrate that we had the ability to sustain long term
compliance with all applicable Nasdaq maintenance criteria.  Subsequent
to June 30, 1999, Nasdaq notified us that we had achieved the required
level and that we were in compliance with all Nasdaq SmallCap Market
listing maintenance requirements.

Readiness for Year 2000

     We have recognized the need to ensure that our operations and
relationships with vendors and other third parties will not be adversely
impacted by software processing errors arising from the calculations
using the Year 2000 ("Y2K") and beyond.

     We have created a company-wide Y2K team to identify and resolve Y2K
issues associated with our internal information systems, internal non-
information systems, the products and services we sell, and our major
suppliers of products and services.  We established a Y2K program
coordinator to ensure these programs are implemented across the Company.
The coordinator provides a single point of reference, both internal, and
external, for us.  Our products are Y2K compliant.  Our internal
reporting system has been upgraded to a Y2K compliant system.  In
addition, we are communicating with our suppliers, customers, vendors and
financial service organizations regarding their Year 2000 compliance.  We
anticipate that our full Year 2000 review, new information system
implementation, and other necessary remediation actions will be
substantially complete by the end of the third quarter of 1999.  We
estimate our total cost of achieving Year 2000 compliance will be less
than $50,000.  We have funded these expenditures through our normal
operating budget, and as required by generally accepted accounting
principles, these costs are being expensed as incurred.  We do not
believe that the costs associated with such actions will have a material
adverse effect on our results of operations or financial condition.
However the costs of such actions may vary from quarter to quarter, and
there is no assurance that there will not be a delay in our
implementation or increased costs associated with the implementation of
such changes.  Failure to achieve Y2K readiness could delay our ability
to ship products and deliver services.  Our inability to perform these
functions could have an adverse effect on future results of operations or
financial condition.

     Non-IT systems include, but are not limited to, telephone systems;
fax machines; facilities systems regulating alarms, building access and
sprinklers; and other miscellaneous systems and processes.  Y2K readiness
for these internal non-IT systems is the responsibility of our Y2K
coordinator.  We anticipate that all Non-IT systems will be compliant if
they are not already compliant by the end of the third quarter of 1999.

<PAGE>
     We regularly review and monitor our suppliers' Y2K readiness plans
and performance.  In some cases, to meet Y2K readiness, we have replaced
suppliers or eliminated suppliers from consideration for new business.
While we have contingency plans in place to address most issues under our
control, an infrastructure problem outside of our control could result in
a delay in delivery of products of services depending on the nature and
severity of the problems.  We would expect that most utilities and
service providers would be able to restore service within days although
more pervasive system problems involving multiple providers could last
two to four weeks or more depending on the complexity of the systems and
the effectiveness of their contingency plans.  Although we are dedicating
significant resources towards attaining Y2K readiness, there is no
assurance we will be successful in our efforts to identify and address
all Y2K issues.  Even if we act in a timely manner to complete all of our
assessments; identify, develop and implement remediation plans believed
to be adequate; and develop contingency plans believed to be adequate,
some problems may not be identified or corrected in time to prevent
material adverse consequences to the Company.  The discussion above
regarding estimated completion dates, costs, risks and other forward-
looking statements regarding Y2K is based on our best estimates given
information that is currently available and is subject to change.  As we
continue to progress with our Y2K initiatives, we may discover that
actual results will differ materially from these estimates.

Factors That May Affect Future Results

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

Outlook:  Issues and Uncertainties

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

Rapid Technological Change

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

     Software requires an investment in its development which often
involves a long payback cycle.  We have made significant investments in
software research and development in the past, which may not be recouped
in the near future; however, we expect spending for research and
development in 2000 to remain low.


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

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

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk from changes in interest rates which
may adversely affect our financial position, results of operations and
cash flows.  In seeking to minimize the risks from interest rate
fluctuations, we manage exposures through our regular operating and
financing activities.  We do not use financial instruments for trading or
other speculative purposes and we are no party to any leveraged financial
instruments.

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

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

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

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

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

                                PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                     The Board of Directors

     The following sets forth, with respect to each member of our Board
of Directors as of June 30, 1999, 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, 50, is the Chairman of the Board, President and
Chief Executive Officer.  Mr. Custer served as a director from 1984 to
1985, and from 1987 until the present.  He served as President and Chief
Executive Officer from 1984 to 1985 and from September 1992 until the
present.  From 1986 until 1990, Mr. Custer was an international business
consultant for Park Central Funding (Guernsey), Ltd.  From 1978 until
1982, Mr. Custer was a general securities principal and worked for a
major brokerage firm as a corporate finance specialist and was owner of
his own brokerage firm.  He was responsible for structuring and funding
IPO's, real estate, energy companies, and numerous high-tech start-up
companies.  Mr. Custer's technical experience includes engineering and
management positions with Texas Instruments and Honeywell.  Mr. Custer is
a graduate of Texas Tech University in Finance and Management, with
additional studies in Electrical Engineering and master studies in
Finance.

     Edward M. Warren, 58, has been a director since September 1992.
Since 1980, he has been the Registered Principal and Branch Manager for a
major securities firm in Albany, New York.  He is also a Financial
Consultant, having presented numerous financial seminars over the years
throughout eastern New York and western New England.  He is also a co-
founder of the Coronado Group, through which he has in the past provided
professional services to the financial community, such as the analysis of
economic and market conditions, review of financial products, exchange of
marketing ideas, and continuing evaluation and recommendation of asset
allocation models.  Mr. Warren received his undergraduate degree from
Williams College and holds a Master of Arts degree from Harvard
University.


<PAGE>
     Billy J. Robinson, 51, has been a director since March 1994.  He has
also served as Vice President/ General Counsel since October 1993, and as
Secretary since June 1994.  Mr. Robinson has over twenty years legal
experience, representing banks and other financial institutions, with a
concentration in commercial transactions.  Mr. Robinson is admitted to
practice before the United States Supreme Court, the United States
District Court for the Northern District of Texas and the District of New
Mexico, and is licensed to practice before all state courts in Texas and
New Mexico.  Mr. Robinson is a certified Mediator in the State of Texas
and is the author of the 1994-95 Real Estate Law Correspondence Course
for the Texas Tech University Paralegal Certification Program.


     Bernard S. Appel, 67, has been a director 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 July 1993, Mr.
Appel has operated the private consulting firm of Appel Associates.

                       Executive Officers

     The following sets forth, with respect to each executive officer not
heretofore named, as of June 30, 1999, his name, age, present position
and offices held, period of service in such capacity, and other business
experience.

     Thomas W. (Bill) Park, 64, has been Vice President and Chief
Operating Officer of various subsidiaries of the Company since October 3,
1994.  He is responsible for securing strategic technology partners to
ensure leading-edge product design and manufacturing of uniView products
and the uniView Xpressway systems and services.  He has in the past
managed annual sales in excess of $250 million, both domestic and abroad.
Mr. Park has a dynamic breadth of experience in manufacturing, quality
assurance, engineering, product development and customer service.  Mr.
Park enjoyed a career of 29 years with 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.


<PAGE>
     Thomas P. O'Mara, 39, 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
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 our
directors, executive officers and persons who beneficially own more than
10% of a registered class of our equity securities ("10% Owners") to file
reports of beneficial ownership of our securities and changes in such
beneficial ownership with the Securities and Exchange Commission
("Commission").  Directors, executive officers and 10% Owners are also
required by rules promulgated by the Commission to furnish us with copies
of all forms they file pursuant to Section 16(a).

     Based solely upon a review of the copies of the forms filed pursuant
to Section 16(a) furnished to us, or written representations that no year-
end Form 5 filings were required for transactions occurring during fiscal
year ended June 30, 1999, we believe that during the fiscal year ended
June 30, 1999, all Section 16(a) filing requirements applicable to our
directors, executive officers and 10% Owners were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

                   Summary Compensation Table

     The following table summarizes the compensation paid over the last
three completed fiscal years to our Chief Executive Officer and any other
executive officer who received compensation of $100,000 or more during
the fiscal year ended June 30, 1999.
<TABLE>
<CAPTION>


<PAGE>
                                                               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 1999     184,728     -0-     12,000            -0-          -0-            -0-       -0-
  Chairman of the 1998     170,000     -0-     12,000            -0-         15,000          -0-       -0-
  Board and CEO   1997     151,310    11,200   12,000            -0-         40,000          -0-       -0-

Billy J. Robinson 1999     135,722     -0-      7,500            -0-          -0-            -0-       -0-
  Vice President, 1998     125,000     -0-     27,500           18,177       15,000          -0-       -0-
  General Counsel 1997     110,481    11,200   27,500           43,625       15,000          -0-       -0-
</TABLE>

           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, 1999 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 (#)(1)       FY-End ($)(1)(2)
Name and           Shares       Value
Principal          Acquired     Realized  Exercisable (E)/    Exercisable/
Position           on Exercise  ($)(1)    Unexercisable (U)   Unexercisable
--------           -----------  ------    -----------------   -------------
Patrick A. Custer
  Chairman of the                            35,000 (E)          --
  Board and CEO         --        --         15,000 (U)          --

Billy J. Robinson
  Vice President,                            21,250 (E)          --
  General Counsel       --        --          8,750 (U)          --

(1)  The Company has not made any grants of SARs.
(2)  On June 30, 1999 the options were not considered "in-the-money," as
     the fair market value of the underlying securities on that date
     ($2.25) did not exceed the exercise price of the options.

<PAGE>
                   Compensation of Directors

     None of the inside directors are paid compensation as such, except
for services performed in another capacity, such as an executive officer.
The outside directors are paid $500 per meeting, plus their expenses for
attending Board of Director meetings.  During fiscal 1999, we
additionally granted each of the two outside directors stock options to
purchase 50,000 shares of Common Stock.  The options have a five year
life, vested immediately and are priced at 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 $1.83 per share and the market price of the Common Stock on
the date of grant, July 25, 1998, was $1.84 per share.

Employment Contracts and Termination and Change-in-Control Arrangements

     In April 1997 we entered into employment agreements with named
executive officers Messrs. Custer and Robinson for approximately a three-
year term, ending on December 31, 1999.  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 us, and provisions
concerning termination of employment upon sale or change in control.  For
a description of these terms, reference is made to the agreements filed
as Exhibits to our Form 10-K for the fiscal year ended June 30, 1997.

  Compensation Committee Interlocks and Insider Participation

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

      Board of Directors Report on Executive Compensation

Executive Compensation

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

<PAGE>

Chief Executive Officer

     For the year ended June 30, 1999, Mr. Custer received $196,728 for
his services as President and Chief Executive Officer.  The factors we
considered in setting his compensation include Mr. Custer's leadership in
restructuring the Company, his contribution to our strategic focus and
financial positioning, and included a consideration of his
responsibilities, experience, and skills.

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

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

                            Performance Graph

     The following graph compares total stockholder returns of the
Company ("uniView") since June 30, 1994 to two indices:  (1) the "NASDAQ
Market Index ("NASDAQ");" and (2) the aggregate price performance of
equity securities of companies classified under North American Industry
Classification System (NAICS) code 541512 for Computer Systems Design
Services ("MG Group").

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

     The graph should be viewed in the context of the disposition of
subsidiary Southwest Memory, Inc. during fiscal year ended June 30, 1995,
the curtailment of the commodity consumer electronics business operations
of subsidiary Curtis Mathes Corporation during fiscal year ended June 30,
1996, the introduction during fiscal year ended June 30, 1997 of our
technologically advanced Internet access uniView products and uniView
Xpressway Online Service, and the addition during fiscal year ended June
30, 1998 of system integration, technical support and network consulting
to its comprehensive array of interactive business solutions with the
acquisition of Network America, Inc.  Accordingly, the graph may not
necessarily indicate our future performance.

         6/30/94   6/30/95  6/30/96   6/30/97  6/30/98   6/30/99

uniView   100.00     22.02    44.00     28.99     6.91      7.20

MG Group  100.00    130.16   172.30    159.57   200.99    213.23

NASDAQ    100.00    117.28   147.64    177.85   235.75    330.37

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

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information as of June 30,
1999 with respect to the beneficial ownership of Common Stock by (i)
persons known to us to be the beneficial owners of more than 5% of the
outstanding shares of Common Stock, (ii) all directors of the Company,
(iii) each of the executive officers named in the Summary Compensation
Table (appearing in Item 11) and (iv) all directors and executive
officers of the Company and significant subsidiaries as a group.

     The number of shares of Common Stock beneficially owned by each
individual set forth below is determined under the rules of the
Commission and the information is not necessarily indicative of
beneficial ownership for any other purpose.  Under such rules, beneficial
ownership includes any shares as to which an individual has sole or
shared voting power or investment power and any shares which an
individual presently, or within 60 days of September 28, 1999 (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)              5.33%
     16885 Dallas Parkway, Suite 313
     Dallas, Texas 75248

     Geneva Reinsurance Company, Ltd.   3,141,290(2)             17.30%
     P.O. Box 1561
     Zephyr House, Mary Street
     Grand Cayman, British West Indies

     Nations Investment Corp., Ltd.     1,000,000(3)              6.24%
     P.O. Box 1561
     Zephyr House, Mary Street
     Grand Cayman, British West Indies

Directors

     Patrick A. Custer                    359,040(4)              2.38%
     Edward M. Warren                      85,250(5)              0.56%
     Billy J. Robinson                     39,139(6)              0.26%
     Bernard S. Appel                      70,000(7)              0.46%
<PAGE>
Executive Officers

     Patrick A. Custer                    359,040(4)              2.38%
     Billy J. Robinson                     39,139(6)              0.26%

All Directors and Executive
     Officers as a Group                  609,879(8)              4.00%

(1)  Common shares owned.

(2)  Common shares issuable upon conversion of debenture and convertible
     note.

(3)  Common shares issuable upon exercise of warrants.

(4)  Includes 17,500 shares owned outright by Mr. Custer; 35,000 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.

(5)  Includes 20,250 shares owned outright, and 65,000 shares issuable to
     Mr. Warren upon exercise of vested nonstatutory stock options.

(6)  Includes 17,889 shares owned outright, and 21,250 shares issuable to
     Mr. Robinson upon exercise of vested nonstatutory Employee Stock
     Options.

(7)  Includes 5,000 shares owned outright, and 65,000 shares issuable to
     Mr. Appel upon exercise of vested nonstatutory stock options.

(8)  Includes 553,429 shares beneficially owned by all directors.  Also
     includes 6,695 shares owned outright, and 22,610 shares issuable to
     Mr. Park upon exercise of vested nonstatutory Employee Stock
     Options.  Also includes 5,895 shares owned outright, and 21,250
     shares issuable to Mr. O'Mara upon exercise of vested nonstatutory
     Employee Stock Options.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

                            PART IV

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

     (a)(1)    Financial Statements

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

<PAGE>
     (2)  Financial Statement Schedules

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

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

     (3)  Exhibits

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

     (b)  Reports on Form 8-K

          During the three months ended June 30, 1999 the Company filed
          one Current Report on Form 8-K, dated June 10, 1999 reporting
          the Company's $18 million transaction with Brown Simpson Asset
          Management L.L.C.

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

                           SIGNATURES

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

                              UNIVIEW TECHNOLOGIES CORPORATION


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

September 21, 1999

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

     Principal Executive Officer
     and Principal Financial Officer

/s/   PAT CUSTER              Chairman of the Board,        September 21, 1999
     Patrick A. Custer        President, Chief Executive
                              Officer and Director

     Principal Accounting Officer
<PAGE>
/s/ MULUGETA GHEBREMARIAM     Controller                    September 21, 1999
     Mulugeta Ghebremariam

     Additional Directors

/s/ BILLY J. ROBINSON         Vice President, Secretary,    September 21, 1999
     Billy J. Robinson        General Counsel and Director


/s/  EDWARD M. WARREN         Director                      September 21, 1999
     Edward M. Warren

/s/  BERNARD S. APPEL        Director                       September 21, 1999
     Bernard S. Appel
<PAGE>
           Report of Independent Certified Public Accountants

Board of Directors
uniView Technologies Corporation and Subsidiaries

We  have  audited the accompanying consolidated balance sheet of  uniView
Technologies  Corporation and Subsidiaries as of June 30, 1999,  and  the
related  consolidated statements of operations, changes in  stockholders'
equity  and  cash  flows  for  the  year  then  ended.   These  financial
statements  are the responsibility of management.  Our responsibility  is
to express an opinion on these financial statements based on our audit.

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

In  our  opinion,  the  financial statements referred  to  above  present
fairly, in all material respects, the consolidated financial position  of
uniView Technologies Corporation and Subsidiaries as of June 30, 1999 and
the  consolidated results of their operations and their consolidated cash
flows  for  the  year  then ended in conformity with  generally  accepted
accounting principles.

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

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

GRANT THORNTON LLP

Dallas, Texas
September 10, 1999
<PAGE>
           Report of Independent Certified Public Accountants

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

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

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

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

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

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

                                        KING GRIFFIN & ADAMSON P.C.

Dallas, Texas
September 14, 1998
<PAGE>
            uniView Technologies Corporation and Subsidiaries
                       CONSOLIDATED BALANCE SHEETS
                                June 30,

          ASSETS                                     1999             1998
                                                 ------------     ------------
CURRENT ASSETS
  Cash and cash equivalents                      $  4,412,664     $  2,284,988
  Trade accounts receivable, net of allowance
    of $76,510 and $20,017 in 1999 and 1998         1,117,308        1,726,900
    Notes receivable, current portion, net of
    allowance of $29,417 in 1998                            -          129,902
  Inventories                                         436,583          943,048
  Prepaid expenses                                     28,283          166,003
                                                 ------------     ------------
          Total current assets                      5,994,838        5,250,841

PROPERTY AND EQUIPMENT,
  net of accumulated depreciation                   1,310,207        3,305,449

OTHER ASSETS
  Notes receivable, less current portion,
    net of allowance of $195,000                            -           70,654
  Software development costs, net of accumulated
    amortization of $3,038,519 in 1999 and
    $1,747,694 in 1998                              1,690,958        2,620,996
  Licenses, net of accumulated amortization
    of $123,750 in 1999 and $75,416 in 1998           151,250        1,054,703
  Trademark, net of accumulated amortization
    of $1,308,119 in 1999 and $1,066,931 in 1998    3,576,636        3,820,874
  Goodwill, net of accumulated amortization of
    $318,730 in 1999 and $218,977 in 1998           1,302,699        1,557,559
  Other                                                54,180           47,586
                                                 ------------     ------------
          Total other assets                        6,775,723        9,172,372
                                                 ============     ============
          Total assets                           $ 14,080,768     $ 17,728,662
<PAGE>
            uniView Technologies Corporation and Subsidiaries
                 CONSOLIDATED BALANCE SHEETS - CONTINUED
                                June 30,

        LIABILITIES AND STOCKHOLDERS' EQUITY         1999             1998
                                                 ------------     ------------
CURRENT LIABILITIES
  Trade accounts payable                         $    778,485     $  4,224,897
  Accrued and other current liabilities             1,142,095        2,053,673
  Line of credit                                      710,858                -
  Current maturities of long-term debt                366,447        3,644,729
  Current maturities of obligations under
    capital leases                                     55,168           50,666
  Deferred income                                           -           69,889
                                                 ------------     ------------
          Total current liabilities                 3,053,053       10,043,854

LONG TERM DEBT, less current maturities             2,590,017           15,495
OBLIGATIONS UNDER CAPITAL LEASES,
  less current maturities                             100,720          124,425
WARRANTY PROVISION                                          -          244,657
                                                 ------------     ------------
          Total liabilities                         5,743,790       10,428,431

COMMITMENTS AND CONTINGENCIES                               -                -

STOCKHOLDERS' EQUITY
 Preferred stock, cumulative, $1.00 par value;
     1,000,000 shares authorized
   Series A, 140,000 shares issued and outstanding
     (liquidation preference of $140,000)             140,000          140,000
   Series H, 3 shares issued and outstanding
     (liquidation preference of $75,000)                    3                3
   Series Q, 60 shares issued and outstanding at
     June 30, 1998 (liquidation preference of $1,500,000)   -               60
   Series 1998-A1, 80 shares issued and outstanding at
     June 30, 1998 (liquidation preference of $2,000,000)   -               80
   Series 1999-C, 44 shares issued and outstanding at
     June 30, 1999 (liquidation preference of $1,100,000)  44                -
   Series 1999-D1, 720 shares issued and outstanding at
     June 30, 1999 (liquidation preference of
     $18,000,000)                                         720                -
   Series 1999-E, 96 shares issued and outstanding at
     June 30, 1999 (liquidation preference of $2,400,000)  96                -
 Common stock, $.10 par value; 80,000,000 shares
     authorized; 15,013,150 and 10,032,670 shares
     issued and outstanding at June 30, 1999
     and 1998, respectively                         1,501,315        1,003,267
 Additional paid in capital                        49,128,729       42,480,261
 Accumulated deficit                              (42,433,929)     (36,323,440)
                                                 ------------     ------------
          Total stockholders' equity                8,336,978        7,300,231
                                                 ------------     ------------
          Total liabilities and
             stockholders' equity                $ 14,080,768     $ 17,728,662
                                                 ============     ============
The accompanying notes are an integral part of these statements.
<PAGE>
            uniView Technologies Corporation and Subsidiaries
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                  Year ended June 30,     1999          1998          1997
                                      ------------  ------------  ------------
Revenues
  Product sales                       $ 10,160,563  $  2,197,507  $  2,503,512
  Services                               1,325,495       289,706             -
                                      ------------  ------------  ------------
          Total revenues                11,486,058     2,487,213     2,503,512

Cost of products and services
  Cost of product sales                  8,677,047     1,609,807     2,357,287
  Provision for inventory obsolescence           -       944,753       255,115
  Cost of services                       1,041,840     1,309,297             -
                                      ------------  ------------  ------------
          Total cost of revenue          9,718,887     3,863,857     2,612,402
                                      ------------  ------------  ------------
          Gross margin                   1,767,171    (1,376,644)     (108,890)

Operating expenses                       9,680,502    12,569,050     8,801,723
Write-down of software development costs         -     3,519,584             -
                                      ------------  ------------  ------------
          Operating loss                (7,913,331)  (17,465,278)   (8,910,613)

Other (income) expense
  Loss from sale of land                    82,800             -             -
  Interest and other income               (510,106)     (354,062)     (235,404)
  Interest expense                         471,545       306,925        86,292
  Gain on sale of subsidiaries          (1,660,217)            -             -
                                      ------------  ------------  ------------
          Total other (income) expense  (1,615,978)      (47,137)     (149,112)
                                      ------------  ------------  ------------
Loss from continuing operations before
  income taxes and extraordinary item   (6,297,353)  (17,418,141)   (8,761,501)
Income tax benefit                               -             -       463,035
                                      ------------  ------------  ------------
          Loss from continuing operations
            before extraordinary items  (6,297,353)  (17,418,141)   (8,298,466)

Extraordinary item
  Gain on extinguishment of debt, net
    of income taxes of $463,035 in 1997          -             -       789,426
                                      ------------  ------------  ------------
          NET LOSS                      (6,297,353)  (17,418,141)   (7,509,040)

Dividend requirements on
  preferred stock                          199,441       391,445        27,223
                                      ------------  ------------  ------------
Net loss attributable to common
  stockholders                        $ (6,496,794) $(17,809,586) $ (7,536,263)
                                      ============  ============  ============
Per share amounts allocable to
  common stockholders
    Loss from continuing operations   $       (.52) $      (3.37) $      (2.57)
    Gain from extraordinary item      $          -  $          -  $       0.24
    Net loss                          $       (.52) $      (3.37) $      (2.33)
Weighted average common shares
  outstanding                           12,402,179     5,282,511     3,230,759
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
                uniView Technologies Corporation and Subsidiaries
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
                                                                                           Additional
                                                 Common Stock         Preferred Stock      Paid-In        Accumulated
                                              Shares       Amount   Shares       Amount    Capital        Deficit
                                           ---------   ----------  --------  ----------   -----------   -------------
<S>                                        <C>         <C>         <C>       <C>          <C>           <C>
Balances - July 1, 1996                    2,431,120   $  243,112   262,744  $  262,744   $22,193,525   $ (10,975,850)

Redemption of Series G preferred stock
  for cash                                         -            -  (117,305)   (117,305)   (1,055,745)              -
Conversion of Series H preferred stock
  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 stock
  to common stock                            520,014       52,001    (6,185)     (6,185)      (45,816)                -
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 stock 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 stock
  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                                           -            -         -           -             -         (7,509,040)
                                           ---------   ----------  --------  ----------   -----------   -------------
Balances - June 30, 1997                   3,670,920      367,092   141,287     141,287    30,317,592   (18,525,336)
</TABLE>
<PAGE>
<TABLE>
                uniView Technologies Corporation and Subsidiaries
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - CONTINUED
<CAPTION>
                                                                                           Additional
                                                 Common Stock         Preferred Stock      Paid-In        Accumulated
                                              Shares       Amount   Shares       Amount    Capital        Deficit
                                           ---------   ----------  --------  ----------   -----------   -------------
<S>                                        <C>         <C>         <C>       <C>          <C>           <C>
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 stock
  including accrued dividends for
  common stock                               164,220       16,422        (9)         (9)       (9,499)         (6,913)
Conversion of Series L preferred stock
  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 stock
  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 stock
  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                                           -            -         -           -             -     (17,418,141)
                                           ---------   ----------  --------  ----------   -----------   -------------
Balances - June 30, 1998                  10,032,670    1,003,267   140,143     140,143    42,480,261     (36,323,440)
</TABLE>
<PAGE>
<TABLE>
                uniView Technologies Corporation and Subsidiaries
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - CONTINUED
<CAPTION>
                                                                                           Additional
                                                 Common Stock         Preferred Stock      Paid-In        Accumulated
                                              Shares       Amount   Shares       Amount    Capital        Deficit
                                          ----------   ----------  --------  ----------   -----------   -------------
<S>                                       <C>          <C>         <C>       <C>          <C>           <C>
Conversion of Series Q preferred
  including accrued dividends for
  common stock                             1,761,879   $  176,188       (28) $      (28)  $  (168,446)  $      (7,714)
Conversion of Series 1998 A-1 preferred
  including accrued dividends for
  common stock                               563,100       56,310       (12)        (12)      (52,751)         (3,547)
Issuance of common stock for cash          1,375,000      137,500         -           -       412,500               -
Issuance of common stock for
  warrants exercised                         200,000       20,000         -           -        55,983               -
Preferred stock dividends                          -            -         -           -             -          (1,875)
Issuance of Series 1998-A1 preferred
  stock for cash                                   -            -        16          16       399,984               -
Issuance of common stock in exchange
  for services                                68,750        6,875         -           -        20,625               -
Issuance of common stock for warrants
  exercised                                   11,751        1,175         -           -        12,574               -
Issuance of common stock in exchange
  for settlement of debt                   1,000,000      100,000         -           -       900,000               -
Issuance of Series 1999-C preferred
  stock for cash                                   -            -        44          44     1,099,950               -
Issuance of Series 1999-D1 preferred
  stock for cash redemption of 1998-A1
  and cancellation of warrants
    Series 1998-A1                                 -            -       (84)        (84)  (11,549,916)              -
    Series 1999-D1                                 -            -       720         720    17,999,280               -
    Series A and B warrants                        -            -         -           -    (2,481,251)              -
Issuance of Series 1999-E Preferred
  stock for Redemption of Series Q
    Series Q                                       -   $        -  $    (32) $      (32)  $(2,399,968)  $           -
    Series 1999-E                                  -            -        96          96     2,399,904               -
Issuance of warrants with sale of
  subsidiaries                                     -            -         -           -             -         200,000
Net loss                                           -            -         -           -             -      (6,297,353)
                                          ----------   ----------  --------  ----------   -----------   -------------
Balances - June 30, 1999                  15,013,150   $1,501,315   140,863    $140,863   $49,128,729   $ (42,433,929)
                                          ==========   ==========  ========  ==========   ===========   =============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
            uniView Technologies Corporation and Subsidiaries
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                           Year ended June 30,

                                          1999          1998          1997
                                      ------------  ------------  ------------
Cash flows from operating activities
  Net loss                            $ (6,297,353) $(17,418,141) $ (7,509,040)
  Adjustments to reconcile net loss
    to cash and cash equivalents
    used in operating activities
      Loss on sale of assets                82,800             -         1,200
      Depreciation and amortization      3,124,272     3,168,332       690,504
      Income tax benefit                         -             -      (463,035)
      Gain on extinguishment of debt             -             -      (789,426)
      Provision for bad debt                     -      (150,583)      375,000
      Gain on sale of subsidiaries      (1,660,217)            -             -
      Gain on sale of marketable
        securities                               -       (29,015)            -
      Provision for inventory obsolescence       -       944,753       255,115
      Write-down of software development costs   -     3,519,584             -
      Changes in assets and liabilities,
        net of effects from acquisitions
        and dispositions
          Trade accounts receivable        185,358      (270,422)       28,445
          Inventories                      141,769    (1,110,798)      312,113
          Prepaid expenses                 (13,574)    1,752,995    (1,825,081)
          Other assets                           -        20,835        47,323
          Accounts payable and accrued
            liabilities                   (791,160)    3,282,626     1,606,388
                                      ------------  ------------  ------------
              Cash and cash equivalents
                used in operating
                activities              (5,228,105)   (6,289,834)   (7,270,494)

Cash flows from investing activities
  Purchase of property and equipment      (126,198)   (1,287,459)   (2,100,359)
  Investment in joint venture                    -             -      (354,000)
  Additions to software development costs (414,186)   (3,218,943)   (3,649,748)
  Licenses                                       -       (13,920)   (1,113,867)
  Sale of marketable securities                  -       311,157      (282,142)
  Proceeds from sale of land               250,000             -             -
  Collections of note receivable           200,555       626,785        28,049
  Issuance of note receivable                    -      (350,000)     (375,000)
                                      ------------  ------------  ------------
              Cash and cash equivalents
                used in investing
                activities                 (89,829)   (3,932,380)   (7,847,067)
<PAGE>
            uniView Technologies Corporation and Subsidiaries
            CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                           Year ended June 30,

                                          1999          1998          1997
                                      ------------  ------------  ------------
Cash flows from financing activities
  Receipts under borrowing
    arrangements                      $          -  $          -  $  1,000,000
  Proceeds from line of credit           4,540,057             -             -
  Principal payments on line of credit  (4,747,652)            -             -
  Proceeds from long term debt           2,148,762     2,500,000       122,062
  Principal payments of long-term debt    (499,415)     (413,888)     (642,940)
  Principal payments of capital lease
    obligations                           (102,748)      (24,256)     (145,805)
  Dividends paid                            (1,875)       (5,000)      (40,446)
  Proceeds from exercise of stock warrants  89,731             -             -
  Preferred and common stock issued
    for cash                             6,018,750     9,650,000     8,296,105
  Redemption of preferred stock for cash         -             -    (1,173,050)
  Cash received for common stock issued
    in prior year                                -             -     4,351,500
                                      ------------  ------------  ------------
              Cash and cash equivalents
                provided by financing
                activities               7,445,610    11,706,856    11,767,426

Net increase (decrease) in cash
  and cash equivalents                   2,127,676     1,484,642    (3,350,135)

Cash and cash equivalents,
  beginning of year                      2,284,988       800,346     4,150,481
                                      ------------  ------------  ------------
Cash and cash equivalents,
  ending of year                      $  4,412,664  $  2,284,988  $    800,436
                                      ============  ============  ============
Supplemental information
  Cash paid for:
    Interest                          $     17,500  $     64,427  $     64,231
    Income  taxes                     $          -  $          -  $          -

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

The accompanying notes are an integral part of these statements.
<PAGE>
            uniView Technologies Corporation and Subsidiaries
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         June 30, 1999 and 1998

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Description of Business

 uniView   Technologies  Corporation  and  subsidiaries  (the   Company),
 previously  known  as  Curtis Mathes Holding Corporation,  develops  and
 implements  customizable computer and network-related  solutions  for  a
 variety   of   niche  markets.   The  Company's  convergence  technology
 provides network services to both business and education-based clients.

 Principles of Consolidation

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

 Use of Estimates

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

 Cash Equivalents

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

 Inventories

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

 Property and Equipment

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

 Accounting for Impairment of Long-Lived Assets

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

 Software Development Costs

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

 Fair Value of Financial Instruments

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

 Stock-Based Compensation

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

 Revenue Recognition

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

 Advertising Costs

 Advertising costs are charged to operations when the advertising first
 takes place.  Advertising costs for the years ended June 30, 1999, 1998
 and 1997 were $189,226, $1,399,362, and $1,981,172, respectively.

 Loss Per Share

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

 Reclassifications

 Certain reclassifications of the 1998 and 1997 financial statements  and
 related notes have been made to conform with the 1999 presentation.
<PAGE>
NOTE B - GOING CONCERN MATTERS

 The  accompanying consolidated financial statements have  been  prepared
 assuming  the  Company  will continue as a going concern.   The  Company
 incurred   net   losses  from  continuing  operations   of   $6,297,353,
 $17,148,141  and $8,298,466 during the years ended June 30,  1999,  1998
 and 1997, respectively.

 For  the  last  several  years,  the Company  has  been  developing  its
 business  plan with a focus in offering the technical expertise  of  its
 experienced  and  knowledgeable staff to customers wishing  to  increase
 business  productivity by maximizing the benefits of  their  information
 technology.    The   Company's  product  offerings   include   providing
 consulting   services  to  niche  markets,  internet  service   provider
 services, technology products through its set-top box, and the  sale  of
 the  Curtis  Mathes  trademark.  Through the  Company's  acquisition  of
 Network  America, Inc. in 1998 and the addition of its  advanced  system
 group,  revenues increased sharply during 1999.  However, the  Company's
 operating  losses continued.  The Company is planning  to  continue  the
 increase  in  revenue  growth coupled with a reduction  in  general  and
 administrative expenses to reach profitability.

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

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

NOTE C - BUSINESS COMBINATIONS AND DIVESTITURES

 Acquisitions

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

 On  May  15,  1998,  an  individual, filed an  involuntary  petition  in
 bankruptcy against the Company that previously that owned NWA  and  CNSS
 before  VMI  (Previous Owner) requesting that an  order  for  relief  be
 entered  against  that  Previous Owner under Chapter  7  of  the  United
 States  Bankruptcy  Code.  Petitioner alleged in his petition  that  the
 Previous  Owner  was  indebted to him, that the Previous  Owner  was  in
 default  on  the  obligation owed to him and that "upon information  and
<PAGE>
NOTE C - BUSINESS COMBINATIONS AND DIVESTITURES - Continued

 belief,  the Previous Owner is generally not paying its debts  that  are
 not  subject  to  bona fide dispute as they become due."   The  Previous
 Owner  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 it 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.   The  Previous
 Owner  and  VMI  are  both cognizant that this proceeding  could  affect
 certain   interests  of  the  Company  in  the  future.   VMI  and   its
 shareholders  have  been very cooperative with the Company  in  ensuring
 that these issues are resolved.

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

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

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

 Divestitures

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

 The  unaudited  pro  forma  information  set  forth  below  assumes  the
 acquisition  of  NWA  had  occurred  at  the  beginning  of  1998.   The
 information  is  presented for informational purposes only  and  is  not
 necessarily indicative of the results of operations that actually  would
 have  been  achieved had the acquisition been consummated at that  time.
 For the year ended June 30, 1998, the information is as follows:

  Revenues                                    $ 12,431,016
  Loss from operations                        $(17,462,011)
  Net loss                                    $(17,414,874)

  Loss per common share                             $(3.37)

NOTE D - INVENTORIES

 Inventories at June 30, 1999 and 1998 consist of the following:

                                               1999         1998
                                             --------    ----------
    Computer parts and peripherals
      and products for resale                $436,583    $1,273,426
    Less allowance for excess and
      obsolete inventory                            -      (330,378)
                                             --------    ----------
                                             $436,583    $  943,048
                                             ========    ==========

NOTE E - PROPERTY AND EQUIPMENT

 Property and equipment at June 30, 1999 and 1998 consist of the
 following:

                                             1999          1998
                                         ----------    ----------
   Land                                  $        -    $  646,500
   Equipment                              4,537,767     4,609,748
   Vehicles                                 170,998        62,757
   Furniture and fixtures                    83,611       274,557
   Leasehold improvements                    89,025       176,801
   Computer software                        174,768        61,554
                                         ----------    ----------
                                          5,056,169     5,831,917
   Less accumulated depreciation
     and amortization                    (3,745,962)   (2,526,468)
                                         ----------    ----------
                                         $1,310,207    $3,305,449
                                         ==========    ==========

 Equipment  under  capital leases included above at June  30,  1999,  and
 1998  amounted  to $86,825 and $528,178, respectively, and  the  related
 accumulated amortization amounted to $8,682 and $382,705, respectively.

 Depreciation expense for the three years in the period ending June 30,
 1999 totaled $1,417,760, $1,296,082,  and $437,448, respectively.
<PAGE>
NOTE F - TRADEMARK

 The  Company  purchased the Curtis Mathes Corporation in  1994  and  has
 exclusive  rights  to  the  Curtis  Mathes  name,  subject  to   certain
 sublicensing  arrangements.  The trademark is amortized on  a  straight-
 line  basis  over  20 years and was $244,238 for years  ended  June  30,
 1999, 1998 and 1997.

NOTE G - GOODWILL

 Goodwill  totaling $1,420,333 from 1998 acquisitions is being  amortized
 over  its estimated useful life of fifteen years.  Amortization  expense
 for 1999 was $102,425 and $16,921 for 1998.

NOTE H - LINE OF CREDIT

 During 1999, the Company's subsidiary, Network America, Inc. obtained  a
 $2.15  million credit facility bearing interest at prime (7.75% at  June
 30,  1999) plus 2.25% with a finance company collateralized by  accounts
 receivable  and inventories.  The outstanding balance at June  30,  1999
 was  $710,858  and interest is payable monthly.  This facility  contains
 various  financial covenants, including among other things, minimum  net
 worth,  maintenance of various fixed charge ratios and maximum allowable
 indebtedness to net worth, all of which Network America is currently  in
 compliance.
<PAGE>
NOTE I - LONG-TERM DEBT

 Long-term debt at June 30, 1999 and 1998 consists of the following:

                                                         1999          1998
                                                    -----------     ----------
  Convertible note payable to a finance company
    collateralized by a blanket security agreement
    with interest at 18%.  Principal and interest
    is due March 31, 2002.  Amounts are convertible
    into common stock at $1.00 per share.  During
    1999, $1 million of this note was converted to
    common stock.                                   $   774,648     $1,525,886
  Various notes payable to financial institutions
    and third parties with interest rates at 6%
    to 14% and maturities at demand through to
    March 1999 collateralized by specific land,
    inventory and receivables.                                -      1,929,896
  Convertible notes payable to various parties with
    interest at 6%, payable quarterly and principal
    due March 2002.  The notes are convertible
    at $.625 per share.                               1,800,000              -
  Noninterest-bearing note payable with principal
    payments of $15,000 payable monthly,
    collateralized by the outstanding common stock
    of subsidiary.                                       90,000        150,000
  Uncollateralized notes payable of a subsidiary
    to third parties with interest at 9% to 12%,
    with scheduled maturities from December 31,1999 to
    February 14, 2000.                                  176,447              -
  Demand note to an individual with interest at 6%,
    payable monthly.                                    100,000              -
  Miscellaneous notes payable.                           15,369         54,442
                                                    -----------     ----------
                                                      2,956,464      3,660,224
  Less current portion                                 (366,447)    (3,644,729)
                                                    -----------     ----------
                                                    $ 2,590,017     $   15,495
                                                    ===========     ==========

 The  following is a schedule of maturities of long-term debt at June 30,
 1999:

   2000                                               $   366,447
   2001                                                    15,000
   2002                                                 2,575,017
                                                      -----------
                                                       $2,956,464
                                                      ===========
 The weighted average interest rate of borrowings outstanding at June
 30, 1999 is 10%.
<PAGE>
NOTE J - COMMITMENTS AND CONTINGENCIES

 Lease Commitments

 The  Company  leases  equipment and facilities under  long-term  leases.
 The  following is a schedule future minimum lease payments at  June  30,
 1999:

                                              Operating        Capital
                                               leases           leases
                                              ---------      -----------
   2000                                       $ 214,445      $    70,519
   2001                                          67,500           51,443
   2002                                           5,625           41,389
   2003                                               -           14,995
   2004                                               -           12,961
                                              ---------      -----------
                                              $ 287,570          191,307
   Less amount representing interest                             (35,419)
                                                             -----------
   Present value of net minimum lease payments
       including current maturities of $55,168                  $155,888
                                                             ===========
 Rental expense under operating leases for the years ended June 30,
 1999, 1998, and 1997 was approximately $410,809, $698,032, and
 $476,000, respectively.

 Litigation

 Subsequent to June 30, 1999, the Company and a vendor agreed  to  settle
 a  legal  action.   In return for a prepayment of $750,000  and  250,000
 shares of its common stock whose market value at closing date was  $1.84
 per  share,  the  Company will receive two years of  television  listing
 services  from the vendor.  The agreement requires an additional  annual
 fee of $70,000 and a nominal fee per customer.

 The  Company  is routinely a party to ordinary litigation incidental  to
 its  business,  as well as to other litigation of a nonmaterial  nature,
 the  outcome of which management does not expect, individually or in the
 aggregate, to have a material adverse effect on the financial  condition
 or  results of operations of the Company in excess of the amount accrued
 for such purposes at June 30, 1999.

 Warranty Provision

 Pursuant  to  their exit from the consumer electronics market  in  1996,
 the  Company recorded a reserve for future warranty obligations.   Since
 that  time,  the Company has outsourced repairs and parts servicing  for
 all  warranty claims.  These obligations end in fiscal year 2000 and the
 remaining  warranty  provision  of  $166,310  is  recorded  in   current
 liabilities.

NOTE K - CONCENTRATIONS OF CREDIT RISK

 During  1999,  no  single customer represented more than  10%  of  sales
 compared  to 12% for one customer and 11% for another customer in  1998.
 At  June  30,  1999,  one  customer represented 17%  of  trade  accounts
 receivable and at June 30, 1998, two customers represented 36% of  trade
 accounts receivable.
<PAGE>
NOTE L - 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,  3 Series H, 60 Series Q and 80 Series 1998-A1 preferred shares.   At
 June 30, 1999, the Company has issued and outstanding 140,000 Series  A,
 3  Series H, 44 Series 1999-C, 720 Series 1999D-1, and 96 Series  1999-E
 preferred  shares.   Series  A  preferred  shares  are  non-convertible,
 redeemable  at  the Company's option and carry cumulative  dividends  of
 6%.   Series  H  preferred shares are convertible based upon  conversion
 ratios  as  determined in the Certificate of Designation, redeemable  at
 the Company's option and carry cumulative dividends of 5%.  Series 1999-
 C  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 6%.  Series  1999-D1
 preferred  shares which are convertible based upon conversion ratios  as
 determined  in  the  Certificate  of  Designation,  redeemable  at   the
 Company's  option and carry cumulative dividends of 5%.   Series  1999-E
 preferred  shares which are convertible based upon conversion ratios  as
 determined  in  the  Certificate  of  Designation,  redeemable  at   the
 Company's option and carry cumulative dividends of 3%.

 Dividends of $1,875, $5,000 and $40,446 on preferred stock were paid  in
 cash  during  the three years in the period ended June 30,  1999.   Non-
 cash  dividends of $11,261 were paid during the year ended June 30, 1999
 through  the issuance of additional preferred stock.  Noncash  dividends
 of  $374,963 were paid during the year ended June 30, 1998.   Cumulative
 dividends  in arrears as of June 30, 1999 and 1998 amounted to  $130,645
 and $24,340, respectively.

 Common Stock

 Effective  April 24, 1998, the Board of Directors amended the par  value
 of  the  common  stock from $0.01 to $0.10 per share  and  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.

 Stock Options

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

 The  Company grants non-compensatory stock options to key employees  and
 directors  at  market  value  at  the  date  of  grant.   These  options
 generally  vest  immediately;  however, during  1998,  options  covering
 90,000  shares  vest  over 1.5 years and during  1997,  100,000  options
 granted to key employees and directors vest over four years.
<PAGE>
NOTE L - STOCKHOLDERS' EQUITY - Continued

 During  1999,  1998 and 1997, 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  1999,
 1998 and 1997 would have been increased as follows:

                                 1999              1998             1997
                             -----------      ------------       -----------
  Net loss
    As reported              $(6,297,353)     $(17,418,141)      $(7,509,040)
    Pro forma                 (6,414,539)      (17,483,423)       (7,682,011)

  Loss per share
    As reported                     (.52)            (3.37)            (2.33)
    Pro forma                       (.52)            (3.38)            (2.38)

 The  fair  value  of these options was estimated at the  date  of  grant
 using   the  Black-Scholes  option  pricing  model  with  the  following
 weighted-average assumptions:

                                 1999              1998             1997
                             -----------      ------------       -----------

  Expected volatility             175%             79%              60%
  Risk-free interest rate         5.5%              6%               6%
  Expected lives                3 years       .5 to 2.5 years    4.75 years
  Dividend yield                   -                -                 -

 Additional information with respect to all options outstanding  at  June
 30, 1999, and changes for the three years then ended was as follows:

                     Above              Equal to               Below
                -----------------  -----------------  -----------------
                         Weighted           Weighted           Weighted
                         Average            average            average
                         Exercise           exercise           exercise
                Options  price     Options  price     Options  price    Options
                -------  --------  -------  --------  -------  -----    -------
Outstanding at
  July 1, 1996   20,235  $  32.20        -  $      -    1,800  $5.00     22,035
Granted               -         -        -         -  105,350   9.40    105,350
Exercised             -         -        -         -   (7,150)  8.30     (7,150)
                -------  --------  -------  --------  -------  -----    -------
Outstanding at
  June 30, 1997  20,235     32.20        -         -  100,000   9.40    120,235

Price adjustment of
  Variable options    -         -        -         -        -  (8.30)         -
Granted           2,500      8.75  590,000      2.47   10,000   1.54    602,500
Forfeited/expired(5,700)    30.00        -         -        -      -     (5,700)
                -------  --------  -------  --------  -------  -----    -------
<PAGE>
NOTE L - STOCKHOLDERS' EQUITY - Continued

                     Above              Equal to               Below
                -----------------  -----------------  -----------------
                         Weighted           Weighted           Weighted
                         Average            average            average
                         Exercise           exercise           exercise
                Options  price     Options  price     Options  price    Options
                -------  --------  -------  --------  -------  -----    -------

Outstanding at
  June 30, 1998  17,035  $  14.64  590,000  $   2.47  110,000  $3.03    717,035

Granted               -         -  151,251      3.22        -      -    151,251
Exercised             -         -        -         -  (11,176)  1.17    (11,176)
Forfeited       (17,035)    14.64  (70,000)     2.30  (35,465)  1.64   (122,500)
                -------  --------  -------  --------  -------  -----    -------

Outstanding at
  June 30, 1999       -  $      -  671,251  $   2.99   63,359  $4.14    734,610
                =======  ========  =======  ========   ======  =====    =======

 Weighted  average fair value per share of options granted for 1999  were
 $3.10.   For  1998,  options granted above, equal to, and  below  market
 value  had a weighted average grant date fair value per share  of  $.19,
 $.87  and nil, respectively, and for 1997, options granted below  market
 value  had  a weighted average fair value per share for options  granted
 of $.61.

 Information  about  stock  options  outstanding  at  June  30,  1999  is
 summarized as follows:

                      Options outstanding                Exercisable
                  -----------------------------     -----------------------
                          Weighted
                          average      Weighted                    Weighted
                          remaining    average                     average
Range of                  contractual  exercise     Number         exercise
exercise prices   Number  life         price        exercisable    price
                 -------  -----------  ------       -----------    --------
$1.10 to $1.83   121,250   3.9 years   $ 1.70         121,250      $   1.70
$2.30 to $2.50   557,500   2.1 years     2.41         337,500          2.41
$9.40             52,500   2.8 years     2.47          52,500          2.47
$22.50 to $45.00   3,360   1.8 years     9.40           3,360          9.40
                 -------
                 734,610               $ 2.97
                 =======               ======

 Common  stock  warrants issued and outstanding  at  June  30,  1999  are
 summarized as follows:
                                                        Weighted average
  Range of exercise price                  Number        remaining life
                                         ---------      ----------------
  $.40 to $.625                          1,524,000        1.17 years
  $1.00 to $3.00                           429,250        2.76 years
  $25.00 to $39.40                         155,330        0.19 years
                                         ---------
                                         2,108,580
                                         =========
<PAGE>
NOTE M - 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:
                                 1999              1998             1997
                             -----------      ------------       -----------

   Tax expense (benefit)
     at statutory rate       $(2,141,099)     $ (5,922,168)      $(2,978,911)
   State income taxes,
     net of federal income
     tax effect                  (66,723)         (506,109)         (260,216)
   Non-deductible expenses       138,527            99,867            96,687
   Change in estimate for
     prior years                       -           355,846         1,213,485
   Change in valuation
     allowance                 2,069,295         5,972,564         1,465,920
                             -----------      ------------       -----------
                             $         -      $          -       $  (463,035)
                             ===========      ============       ===========

 The  components of the Company's deferred income taxes at June 30, 1999
 and 1998 are as follows:

                                             1999            1998
                                       --------------    --------------
  Deferred tax liabilities
    Fixed assets                       $      (34,812)   $         (812)
    Software development costs               (434,102)         (968,982)
                                       --------------    --------------
                                             (468,914)         (969,794)

  Deferred tax assets
    Inventory reserve                           5,100           122,141
    Bad debt reserve                           26,013            18,275
    Warranty                                   56,545           153,151
    Accrued liabilities                       136,000           110,910
    Deferred revenue                            8,972            25,838
    Goodwill                                        -            63,798
          Other                                     -           159,906
    Net operating loss carryforwards       15,003,536        13,013,732
                                       --------------    --------------
                                           15,236,166        13,667,751
                                       --------------    --------------
    Net Deferred Tax Asset                 14,767,252        12,697,957
    Valuation allowance                   (14,767,252)      (12,697,957)
                                       --------------    --------------
                                       $            -    $            -
                                       ==============    ==============
 At  June 30, 1999, the Company has net operating loss carryforwards  for
 Federal  income tax purposes of approximately $43,735,561 which  may  be
 used  to  offset  future taxable income, subject to  provisions  of  the
 Internal  Revenue Code, and will expire in various amounts in the  years
 2008 through 2014 if not utilized.
<PAGE>

NOTE N - PENSION AND OTHER BENEFIT PROGRAMS

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

                                      1999        1998        1997
                                   ----------  ----------  ----------
  Actuarial present value of
  benefit obligations
  ------------------------------
  Accumulated benefit obligation   $  773,950  $  712,835  $  708,186

  Projected benefit obligation        773,950     712,835     708,186
  Plan assets at fair value           639,202     615,352     618,503
                                   ----------  ----------  ----------
  Excess projected benefit
    obligation                        134,748      97,483      89,683

  Increase due to an assumption change      -      57,151           -
                                   ----------  ----------  ----------
  Net pension liability            $  134,748  $  154,634  $   89,683
                                   ==========  ==========  ==========

 Net pension cost includes the
   following  components
 -----------------------------
 Interest on unfunded liability    $   10,826  $    6,952  $   21,227
 Actuarial gain (loss)                 11,425        (848)     (3,360)
                                   ----------  ----------  ----------
 Net pension cost                  $   22,251  $    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 7.00%, respectively.   The  weighted  average
 assumed  rate  of return on pension plan assets for 1998  and  1997  was
 7.00% and 7.00%, respectively.

NOTE O - NON-CASH INVESTING AND FINANCING ACTIVITIES

                                           1999          1998          1997
                                        ----------    ----------    ----------
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
                                        ==========    ==========    ==========
Issuance of common stock for
  note payable                          $1,000,000    $  724,114    $        -
                                        ==========    ==========    ==========
Issuance of common stock for fee
  and services                          $   27,500    $        -    $        -
                                        ==========    ==========    ==========
<PAGE>
NOTE O - NON-CASH INVESTING AND FINANCING ACTIVITIES - Continued

                                           1999        1998        1997
                                        ----------  ----------  ----------
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  $   11,261    $  374,963    $        -
                                        ==========    ==========    ==========
Warrants issued for services            $        -    $  432,530    $        -
                                        ==========    ==========    ==========
Sale of subsidiaries in consideration
  of sub-licenses                       $1,660,217    $        -    $        -
                                        ==========    ==========    ==========
Sale of land for note payable           $  250,000    $        -    $        -
                                        ==========    ==========    ==========
Redemption of Series 1998-A1
  Preferred Stock for Series 1999-D1
  and cancellation of warrants         $14,532,806    $        -    $        -
                                        ==========    ==========    ==========
Redemption of Series Q Preferred Stock
  for Series 1999-E                     $2,400,000    $        -    $        -
                                        ==========    ==========    ==========

NOTE P - RELATED PARTY TRANSACTIONS

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

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

 During  1997  the  Company was engaged primarily in the distribution  of
 consumer  electronic products.  During 1999 and 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.

                                        1999             1998          1997
                                      ------------    -----------   ----------
  Net revenues
    Product sales                     $ 10,160,563    $ 2,356,065   $        -
    Services                             1,325,495              -            -
    Consumer electronics                         -        131,148    2,503,512
                                       -----------    -----------   ----------
                                       $11,486,058    $ 2,487,213   $2,503,512
                                       ===========    ===========   ==========

 Operating loss
   Product sales                       $(2,081,390)   $(2,541,457)  $        -
   Services                               (460,314)             -            -
   Corporate                            (4,944,321)    (5,514,393)  (1,982,294)
   Consumer electronics                          -     (9,055,366)  (6,229,880)
                                       -----------    -----------   ----------
 Total operating loss                   (7,486,025)   (17,111,216)  (8,212,174)
 Less interest expense                    (471,545)      (306,925)     (86,292)
 Gain on sale of subsidiaries            1,660,217              -            -
                                       -----------    -----------   ----------
 Loss from continuing operations       $(6,297,353)  $(17,418,141) $(8,298,466)
                                       ===========    ===========   ==========
  Identifiable assets
    Computer products and service      $ 9,516,629    $ 9,133,287   $        -
    Corporate                            4,564,139      7,013,852    5,947,641
    Consumer electronics                         -      1,581,523    9,527,112
                                       -----------    -----------   ----------
                                       $14,080,768    $17,728,662  $15,474,753
                                       ===========    ===========   ==========
  Depreciation, amortization
    and write-down
      Computer products and service    $ 2,769,607    $ 5,539,401   $         -
    Corporate                              354,665        271,335       189,194
    Consumer electronics                         -        741,447       501,310
                                       -----------    -----------   -----------
                                       $ 3,124,272    $ 6,552,183   $   690,504
                                       ===========    ===========   ===========
  Capital expenditures
    Computer products and service      $    99,951    $ 1,287,459   $         -
    Consumer electronics                         -              -     1,689,685
    Corporate                               26,247              -       410,674
                                       -----------    -----------    ----------
                                       $   126,198    $ 1,287,459   $ 2,100,359
                                       ===========    ===========    ==========
<PAGE>
            uniView Technologies Corporation and Subsidiaries

             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

            For the years ended June 30, 1999, 1998 and 1997

                         Balance at  Charged to  Charged               Balance
                         beginning   costs and   to other              at end
 Description             of year     expenses    accounts  Deductions  of year
-------------            ----------  ----------  --------  ----------  --------
Year ended June 30, 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
 Allowance for doubtful
   accounts                       -      20,017         -           -    20,017

Year ended June 30, 1999
  Inventory obsolescence
    reserve                 330,378           -         -    (330,378)        -
  Allowance for doubtful
    accounts                 20,017     256,493         -    (200,000)   76,510
<PAGE>
                    UNIVIEW TECHNOLOGIES CORPORATION
                        AND SUBSIDIARIES

                         EXHIBIT INDEX

Exhibit                                                Sequential
Number              Description of Exhibits                  Page

2         Stock Purchase Agreement dated as of October 31, 1998 between
          the Company and W. I. Technology Holding Company Inc.
          concerning the sale of subsidiaries uniView Marketing
          Corporation and CompuNet Support Systems, Inc. (filed as
          Exhibit "2" to the Company's Current Report on Form 8-K dated
          October 31, 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.                                    63

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       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

4.5       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

4.6       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

4.7       Form of warrant issued in connection with Series 1998-A1
          Preferred Stock (filed as Exhibit "4.7" to the Company's
          Registration Statement on Form S-3 filed with the Commission on
          July 20, 1998 and incorporated herein by reference.)N/A
<PAGE>
4.8       First Addendum to Series 1998-A1 Preferred Stock terms and
          conditions (filed as Exhibit "4.8" to the Company's Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1998 and
          incorporated herein by reference.)                  N/A

4.9       Form of Series 1999-B Preferred Stock Certificate of De
          signation (filed as Exhibit "4.7" to the Company's Quarterly
          Report on Form 10-Q for the quarter ended March 31, 1999 and
          incorporated herein by reference.)                  N/A

4.10      Form of warrants issued in connection with Series 1999-B
          Preferred Stock (filed as Exhibit "4.8" to the Company's
          Quarterly Report on Form 10-Q for the quarter ended March 31,
          1999 and incorporated herein by reference.)         N/A

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

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

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

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

4.15      Form of warrant issued in connection with Nations Investment
          Corp., Ltd. (filed as Exhibit "4.8" to the Company's
          Registration Statement on Form S-3 filed with the Commission on
          June 28, 1999 and incorporated herein by reference.) N/A

4.16      Form of Securities Purchase Agreement for 1999.1 and 1999.2
          Convertible Debenture (filed as Exhibit "4.9" to the Company's
          Quarterly Report on Form 10-Q for the quarter ended December
          31, 1998 and incorporated herein by reference.)     N/A

4.17*     Extension Agreement for Note and Security Agreement with Geneva
          Reinsurance Company, Ltd. dated March 16, 1999 allowing
          conversion of the remaining principal balance of the note into
          common stock.                                        87

10.1      Loan and Security Agreement between Network America, Inc. and
          FINOVA Capital Corporation dated October 30, 1998 (filed as
          Exhibit "10.1" to the Company's Quarterly Report on Form 10-Q
          for the quarter ended December 31, 1998 and incorporated herein
          by reference.)                                      N/A
<PAGE>
10.2      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

10.3**    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, 1997 and
          incorporated herein by reference.)                  N/A

10.4**    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, 1997 and
          incorporated herein by reference.)                  N/A

10.5**    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, 1997 and
          incorporated herein by reference.)                  N/A

10.6**    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, 1997 and
          incorporated herein by reference.)                  N/A

10.7*     Database Service Agreement between TVData Technologies, L.P.
          and the Company dated August 1, 1999.                88

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

21*       Subsidiaries of the Company.                         100

27*       Financial Data Schedule (for EDGAR filing purposes only.)  101
_______________
*  Filed herewith.
**  Management contract or compensation plan or arrangement required to
be filed as a exhibit pursuant to Item 14 (c).