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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 000-13225
UNIVIEW TECHNOLOGIES CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17300 North Dallas Parkway, Suite 2050, 75248
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(972) 233-0900
(Registrant's telephone number, including area code)
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 ____
At November 12, 2002, there were 3,749,785 shares of Registrant's
common stock outstanding.
GENERAL INDEX
Page
Number
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PART I.
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS..................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................... 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK........................................... 12
ITEM 4. CONTROLS AND PROCEDURES............................... 12
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS..................................... 13
ITEM 5. OTHER INFORMATION..................................... 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................... 13
SIGNATURES...................................................... 14
CERTIFICATIONS.................................................. 14
EXHIBIT INDEX................................................... 15
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets
September 30 June 30
2002 2002
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 221,244 $ 724,051
Trade accounts receivable, net 236,517 356,178
Notes receivable 850,000 850,000
Inventories 51,886 49,929
Prepaid expenses 195,122 285,271
Other current assets - 3,506
----------- -----------
Total current assets 1,554,769 2,268,935
CERTIFICATE OF DEPOSIT 25,000 25,000
PROPERTY AND EQUIPMENT, net of
accumulated depreciation 94,152 150,033
OTHER ASSETS
Purchased software, net of
accumulated amortization 578,258 711,702
Product and software development
costs, net of accumulated amortization 353,925 422,190
Intellectual property license, net of
accumulated amortization 125,453 129,500
Goodwill, net of accumulated amortization - 1,005,509
Other 147,609 129,334
----------- -----------
Total other assets 1,205,245 2,398,235
----------- -----------
Total assets $ 2,879,166 $ 4,842,203
=========== ===========
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets
September 30 June 30
2002 2002
----------- -----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 184,310 $ 169,992
Current maturities of obligations
under capital leases 21,560 30,002
Trade accounts payable 568,616 707,207
Accrued and other current liabilities 396,415 395,003
Deferred revenue 31,666 50,869
----------- -----------
Total current liabilities 1,202,567 1,353,073
LONG TERM DEBT, less current maturities 8,325 13,445
OBLIGATIONS UNDER CAPITAL LEASES, less
current maturities 204 1,493
----------- -----------
Total liabilities 1,211,096 1,368,011
REDEEMABLE PREFERRED STOCK
Series 2002-G, 240 shares issued
and outstanding (liquidation
preference of $6,000,000) 800,000 1,456,000
STOCKHOLDERS' EQUITY
Preferred stock, cumulative, $1.00
par value; 1,000,000 shares authorized:
Series A, 30,000 sharesissued and
outstanding (liquidation
preference of $30,000) 30,000 30,000
Series H, 2 shares issued and outstanding
(liquidation preference of $50,000) 2 2
Series K, 20 shares issued and outstanding
(liquidation preference of $500,000) 20 20
Common stock, $.80 par value; 80,000,000
shares authorized; 3,749,785 shares
issued and outstanding 2,999,828 2,999,828
Additional paid in capital 57,190,291 57,190,291
Accumulated deficit (59,352,071) (58,201,949)
----------- -----------
Total stockholders' equity 868,070 2,018,192
----------- -----------
Total liabilities and
stockholders' equity $ 2,879,166 $ 4,842,203
=========== ===========
The accompanying notes are an integral part of these statements.
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three Months Ended September 30,
2002 2001
----------- -----------
Revenues
Product sales $ 41,672 $ 1,268,039
Services 395,831 321,470
Royalties - 50,153
----------- -----------
Total revenues 437,503 1,639,662
Cost of products and services
Cost of product sales 50,058 484,980
Cost of services 143,460 151,600
----------- -----------
Total cost of products and services 193,518 636,580
----------- -----------
Gross margin 243,985 1,003,082
Operating expenses
Selling expenses 10,012 17,958
General and administrative expenses 787,285 1,432,091
Depreciation and amortization 261,637 421,686
Impairment of goodwill 1,005,509 -
----------- -----------
Total operating expenses 2,064,443 1,871,735
Operating loss (1,820,458) (868,653)
Other (income) expense
Gain on sale of trademark - (1,103,046)
Interest and other income (22,172) (16,591)
Interest expense 7,836 90,128
----------- -----------
Total other (income) expense (14,336) (1,029,509)
----------- -----------
Earnings (loss) before
extraordinary item (1,806,122) 160,856
Extraordinary item
Early extinguishment of debt - (406,243)
----------- -----------
NET LOSS (1,806,122) (245,387)
Decrease in redemption value of
redeemable preferred stock (656,000) (741,375)
Dividend requirements on preferred stock 1,250 226,075
----------- -----------
Net earnings (loss) attributable to
common stockholders $ (1,151,372) $ 269,913
=========== ===========
Earnings (loss) per common share - basic
and diluted
Earnings (loss) before extraordinary item $ (0.31) $ 0.20
Extraordinary item - (0.12)
----------- -----------
Net earnings (loss) $ (0.31) $ 0.08
=========== ===========
Weighted average common shares
outstanding - basic and diluted 3,749,785 3,398,977
The accompanying notes are an integral part of these statements.
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended September 30,
2002 2001
----------- -----------
Cash flows from operating activities
Net loss $ (1,806,122) $ (245,387)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization 261,637 421,686
Impairment of goodwill 1,005,509 -
Gain on sale of trademark - (1,103,046)
Discount on debt 9,198 46,045
Early extinguishment of debt - 406,243
Changes in operating assets and liabilities
Trade accounts receivable 119,661 (568,271)
Inventories (1,957) 71,796
Prepaid expense 90,149 66,918
Other current assets 3,506 173,967
Other assets (20,495) -
Accounts payable and accrued
liabilities (137,179) (420,903)
Deferred revenue (19,203) 418,558
----------- -----------
Cash and cash equivalents used
in operating activities (495,296) (732,394)
Cash flows from investing activities
Proceeds from sale of trademark - 185,000
Purchase of property and equipment - (11,292)
Proceeds from sale of assets 2,221 -
----------- -----------
Cash and cash equivalents
provided by investing activities 2,221 173,708
Cash flows from financing activities
Proceeds from long term debt - 500,000
Principal payments on long-term debt - (4,880)
Principal payments on capital lease
obligations (9,732) (25,958)
----------- -----------
Cash and cash equivalents provided
by (used in) financing activities (9,732) 469,162
Net decrease in cash and cash equivalents (502,807) (89,524)
Cash and cash equivalents, beginning of period 724,051 580,601
----------- -----------
Cash and cash equivalents, end of period $ 221,244 $ 491,077
=========== ===========
Supplemental information:
Cash paid for interest $ 7,836 $ 69,741
Non-cash investing and financing activities
Debt relieved upon sale of trademark $ - $ 2,000,000
Notes receivable from sale of trademark $ - $ 1,865,000
The accompanying notes are an integral part of these statements.
UNIVIEW TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
BASIS OF PRESENTATION
The interim consolidated financial statements and summarized notes
included herein were prepared, without audit, in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP)
for interim financial information, pursuant to rules and regulations of the
Securities and Exchange Commission. Because certain information and notes
normally included in complete financial statements prepared in accordance
with U.S. GAAP were condensed or omitted pursuant to such rules and
regulations, it is suggested that these financial statements be read
in conjunction with the Consolidated Financial Statements and the Notes
thereto, included in the Company's Annual Report on Form 10-K for the
preceding fiscal year. These interim financial statements and notes hereto
reflect all adjustments which are, in the opinion of management, necessary
for a fair statement of results for the interim periods presented. Such
financial results, however, should not be construed as necessarily
indicative of future earnings.
REDEEMABLE PREFERRED STOCK
The Company's Series 2002-G preferred stock is redeemable at the
option of the holder, and is therefore classified outside of stockholders'
equity in the accompanying balance sheets. The redemption value of these
securities varies based on the market price of the Company's common stock.
The Company has adopted an accounting method provided in EITF Topic D-98
for these types of securities, which recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of the security to
equal the redemption value at the end of each reporting period. The result
of this accounting method is an increase in loss attributable to common
shareholders and a decrease in stockholders' equity as the Company's common
stock price increases, with the opposite effect when the Company's common
stock price decreases. Earnings per share from cash transactions are not
affected by this accounting method.
IMPAIRMENT OF GOODWILL
In October 2002, management and the Board of Directors of the Company
determined, based on i) lower than expected revenues, ii) its inability to
secure contracts it had expected to secure during the quarter ended September
30, 2002, and iii) its limited resources, the Company would not continue to
support the operations of its subsidiary, Network America ("NWA"), but rather
would apply its resources in other areas. The Company intends to either wind
down the operations of NWA or seek a buyer for the subsidiary. As a result
of this decision, and based on the fair value of the subsidiary, the Company
has determined that the $1,005,509 of unamortized goodwill on the Company's
books related to NWA is impaired under Statement of Financial Accounting
Standards No. 142 ("SFAS 142"). Accordingly, the Company has recorded an
impairment expense for that amount to write off the goodwill as of September
30, 2002. Approximately $694,000 of the impairment expense is reflected in
the services segment, while the remaining $312,000 is reflected in the
product sales segment in the Company's Business Segment Information for the
three months ended September 30, 2002.
NOTES PAYABLE
On May 10, 2002 the Company entered into a note payable with Gemini
Growth Fund, L.P. for $200,000, at an annual interest rate of 14%, maturing
on May 31, 2003. The loan is collateralized by a security interest in
the Curtis Mathes trademark and other assets of the Company. The note is
convertible at the option of the holder at a fixed conversion price of $1.50
per share. Interest is payable monthly in cash.
Other outstanding notes payable at the end of the period were $24,800,
which represents the principal balance remaining due on four vehicles
utilized at the Network America subsidiary.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share are based upon the weighted average
number of shares of common stock outstanding. Diluted earnings (loss) per
share are based upon the weighted average number of shares of common stock
outstanding and, when dilutive, common shares issuable for stock options,
warrants and convertible securities. There are no dilutive securities in
the three-month periods ended September 30, 2002 and 2001. The effect of
preferred stock dividends on the amount of earnings (losses) allocable to
common stockholders was negligible for the three months ended September 30,
2002 and the effect was $.07 per share for the three months ended September
30, 2001.
Outstanding warrants that were not included in the diluted calculation
because their effect would be anti-dilutive total 577,844 and 440,344
for the three months ended September 30, 2002 and 2001, respectively.
Outstanding options that were not included in the diluted calculation
because their effect would be anti-dilutive total 2,151,925 and 589,552
for the three months ended September 30, 2002 and 2001, respectively.
BUSINESS SEGMENT INFORMATION
During 2002 and 2001, the Company was primarily engaged in the
development of advanced digital media devices and related supporting
technologies, cabling and computer systems integration, and computer
telephony integration (CTI) software. The following tables set forth
certain information with respect to the three months ended September 30:
2002 2001
----------- -----------
Net revenues:
Product sales $ 41,672 $ 1,268,039
Services 395,831 321,470
Royalties - 50,153
----------- -----------
$ 437,503 $ 1,639,662
=========== ===========
Operating loss:
Product sales $ (801,822) $ (37,542)
Services (496,224) 19,275
Corporate (522,413) (850,386)
----------- -----------
Total operating loss (1,820,459) (868,653)
Less interest expense (7,836) (90,128)
Interest and other income 22,173 16,591
Gain on sale of trademark - 1,103,046
----------- -----------
Net income (loss) before
extraordinary item (1,806,122) 160,856
----------- -----------
Extraordinary item - (406,243)
----------- -----------
Net loss after extraordinary item $ (1,806,122) $ (245,387)
=========== ===========
NEW ACCOUNTING STANDARDS
In July 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 146 ("SFAS 146"),
"Accounting for Costs Associated with Exit or Disposal Activities." The
standard requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of
a commitment to an exit or disposal plan. SFAS 146 is to be applied
prospectively to exit or disposal activities initiated after December 31,
2002. The Company expects no material impact to its financial statements
upon adoption of SFAS 146.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize, and
which are subject to various risks and uncertainties, including statements
concerning expected expenses and the adequacy of our sources of cash to
finance our current and future operations. When used in this report, the
words "plans," "believes," "expects," "anticipates," "estimates" and similar
expressions are intended to identify forward-looking statements. Factors
which could cause actual results to materially differ from our expectations
include the following: general economic conditions and growth in the high
tech industry; competitive factors and pricing pressures; changes in product
mix; the timely development and acceptance of new products; and the risks
described from time to time in our SEC filings. These forward-looking
statements speak only as of the date of this report. We expressly disclaim
any obligation or undertaking to release publicly any updates or change in
our expectations or any change in events, conditions or circumstances on
which any such statement may be based, except as may be otherwise required
by the securities laws.
Overview
uniView Technologies Corporation and its subsidiaries (the "Company")
offer enhanced digital media solutions to customers worldwide. Our digital
media devices enable the delivery of the highest quality video, audio and
gaming features through the Internet to a television set. We offer contact
center customer service solutions through CIMphony[TM], a suite of computer
telephony integration (CTI) software products and services. CIMphony
facilitates communication between a customer service representative and
their customer by allowing contact centers to customize and incorporate
voice, data and Internet communications into their customer interactions.
We market our products and services to hospitality, utility, banking and
telecommunication companies. Due to the open architecture of our products,
they can be readily customized to a specific customer's requirements. This
feature is not limited by geographical boundaries and our products can be
configured for international customers, as well as domestic.
More information about us can be found at our Web site,
www.uniView.com. Information shown or otherwise linked on the Web site
is not incorporated in any prior or future filings of the Company under
the 1933 Act or the 1934 Act, unless we specifically incorporate such
information by reference, and such information shall not otherwise be
deemed filed under such Acts.
The following discussion provides information to assist in the
understanding of the Company's financial condition and results of operations
for the fiscal quarter ended September 30, 2002. It should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
appearing in the Company's Annual Report on Form 10-K for fiscal year ended
June 30, 2002.
Results of Operations
Revenues. Total revenues for the fiscal quarter ended September 30,
2002 were $438,000, compared to $1,640,000 for the same quarter last year.
The decrease is primarily a result of the general downturn in the economy
and reduced product sales by Network America and uniView Softgen.
uniView Softgen. Revenues for uniView Softgen for the fiscal
quarter ended September 30, 2002 were approximately $188,000, compared
to approximately $863,000 for 2001. Most of the revenue generated by this
subsidiary during the current period is attributable to the sale in July
2002 of a source code license of part of our CIMphony product to Korea
Computer, Inc. ("KCI") for approximately $131,000 in cash. We expect to
generate future revenues from uniView Softgen primarily through additional
sales of source code licenses to other customers, although future revenues
are expected to remain below previous levels.
Network America. Revenues for Network America for the fiscal
quarter ended September 30, 2002 were approximately $247,000, compared to
approximately $727,000 for 2001. These revenues were generated primarily
from cabling services and future revenues are expected to remain below
previous levels. In October 2002 we determined that, due to our limited
resources, Network America's history of negative cash flow, recent lower
than expected revenues, and its inability to secure expected contracts
during the quarter ended September 30, 2002, we would not continue to
provide financial support for its operations and that we would either
wind down its operations or seek a buyer. As a result of our decision,
we have determined that the goodwill of this subsidiary is impaired and
have recorded an impairment expense of $1,005,509, representing unamortized
goodwill for NWA. (See "Impairment of Goodwill" in the Notes to the
Consolidated Financial Statements.)
uniView Asia. We realized no revenue from uniView Asia for the fiscal
quarter ended September 30, 2002, as we had to apply available revenue-
generating resources in other areas. We expect future revenues to be
delayed until additional resources become available to pursue the business
opportunities of this subsidiary.
Gross Margin. Gross margin for the fiscal quarter ended September 30,
2002 was approximately $244,000, compared to $1,003,000 for the same quarter
last year. The overall decrease in gross margin is attributable to the
overall decrease in revenues. However, gross margin, as a percentage of
sales, in the first fiscal quarter this year was 56%, which is comparable
to 61% for the same quarter last year, which is mainly attributable to
higher margins received on sales of services.
Operating Expenses. Total operating expenses for the fiscal quarter
ended September 30, 2002 were $2,064,000, compared to $1,872,000 for the
same period in 2001. Significant components of operating expenses for the
three months ended September 30, 2002 and 2001 consisted of the following:
2002 2001
----------- -----------
Compensation $ 367,400 $ 902,600
Facilities 123,600 127,100
Depreciation 53,700 123,900
Online service expense 3,000 56,000
Impairment of goodwill 1,005,509 -
Amortization of software development
costs and trademark, 207,991 297,800
Legal expense and professional fees 125,000 54,600
Sales and marketing expenses 10,000 18,000
Other 168,300 291,700
----------- -----------
Total $ 2,064,500 $ 1,871,700
=========== ===========
"Other" expenses include public company cost, telephone, travel,
office, insurance and other general and administrative expenses. The
overall increase is primarily attributable to the recognition of impairment
to the goodwill for Network America of approximately $1,006,000, partially
offset by the decrease in compensation expense, which is attributable to a
reduction in the number of employees.
Liquidity and Capital Resources
Cash Flows From Operations. Cash used in operations for the fiscal
quarters ended September 30, 2002 and 2001 were approximately $495,000,
and $732,000 including a one-time gain of $1,103,046 on the sale of the
Curtis Mathes trademark, respectively. Major components of cash flows from
operations for the current quarter included $261,637 for depreciation and
software amortization and $1,005,509 for impairment to the goodwill of
Network America.
Cash Flows From Investing Activities. During the fiscal quarter
ended September 30, 2002, we engaged in no significant investing activities.
During the same quarter last year we received proceeds of $185,000 from
the sale of the Curtis Mathes trademark, which resulted in $174,000 of cash
flows provided by investing activities during that period.
Cash Flows from Financing Activities. We engaged in no significant
financing activities during the fiscal quarter ended September 30, 2002.
During the same quarter last year we generated net cash from financing
activities of approximately $469,000, consisting of loan proceeds from
Sagemark received during the period.
Going Concern
We have been unable to achieve a positive cash flow from operations in
recent periods and all of our current operating segments have experienced
diminishing sales revenues. We have steadily reduced general and
administrative expenses and plan to continue doing so wherever possible.
However, reducing expenses alone is not expected to result in profitability
without sufficient revenues. We expect to receive additional cash payments
on the promissory note issued to us in the sale of the Curtis Mathes
trademark, which matures in March 2003 with a principal balance of $850,000,
however, we have $200,000 in debt collateralized by this receivable.
Currently, our potential sources of revenue consist of cabling contracts,
licensing our digital media technology, selling digital media devices,
providing CTI services and selling source code licenses of our CTI
technology. However, considering the current state of the economy,
especially for technology companies, we do not expect significant
improvements in these areas in the near future. We are consequently
reassessing the future direction of the Company and we are exploring
other areas to supplement our current revenue streams.
Due to the foregoing, the outlook for generating sufficient cash to
support our operations for the next twelve months is guarded. If we are
unable to achieve a positive cash flow from current operations or from other
endeavors, additional financing or equity placements would be necessary to
supplement our cash requirements. However, it has become increasingly
difficult to locate sufficient financing resources and if we are unable
to do so, we may have to close one or more of our divisions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which
may adversely affect our financial position, results of operations and cash
flows. In seeking to minimize the risks from interest rate fluctuations, we
manage exposures through our regular operating and financing activities. We
do not use financial instruments for trading or other speculative purposes
and we are not a party to any leveraged financial instruments. We are
exposed to interest rate risk primarily through our borrowing activities,
which are described in the "Long-Term Debt" Notes to the Consolidated
Financial Statements of our Annual Report on Form 10-K for fiscal year
ended June 30, 2002, which are incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer has reviewed and evaluated the
effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of a date within 90 days
before the filing date of this quarterly report. Based on that evaluation,
the Chief Executive Officer has concluded that our current disclosure
controls and procedures are effective and timely, providing him with
material information relating to us required to be disclosed in the
reports we file or submit under the Exchange Act.
Changes in Internal Controls
There have not been any significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation. We are not aware of any
significant deficiencies or material weaknesses, therefore no corrective
actions were taken.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 22, 2002 one of our subsidiaries initiated an arbitration
proceeding against Metrophone Telecommunications, Inc. and AT&T Solutions,
Inc. alleging breach of contract and alleging damages of at least $294,000.
The proceeding is pending before the American Arbitration Association,
Dallas division, under Case No. 71 181 00650 02, styled uniView Technologies
Products Group, Inc. vs. Metrophone Telecommunications, Inc. and AT&T
Solutions, Inc.
We are routinely a party to ordinary litigation incidental to our
business, as well as to other litigation of a nonmaterial nature, the
outcome of which we do not expect, individually or in the aggregate, to
have a material adverse effect on our financial condition or results of
operations.
ITEM 5. OTHER INFORMATION
Nasdaq delisting. On September 13, 2002 our securities were delisted
from the NASDAQ SmallCap MarketSM and are now traded on the OTC Bulletin
Board under the symbol "UVEW."
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Reference is made to the Exhibit Index beginning on page 14 of
this Form 10-Q 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 September 30, 2002 the Company filed
one Current Report on Form 8-K dated September 5, 2002 reporting
the delisting from NASDAQ.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
uniView Technologies Corporation
(Registrant)
By: /s/ PATRICK A. CUSTER
-------------------------
Patrick A. Custer
Chief Executive Officer
and Principal Financial Officer
Date: November 14, 2002
CERTIFICATIONS
I, Patrick A. Custer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of uniView
Technologies Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and I have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's
internal controls; and
6. I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002
By: /s/ PATRICK A. CUSTER
-------------------------
Patrick A. Custer
Chief Executive Officer
and Principal Financial Officer
UNIVIEW TECHNOLOGIES CORPORATION
and Subsidiaries
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibits Page Number
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3(i) Articles of Incorporation of the Company, as amended (filed as
Exhibit "3(i)" to the March 26, 2002 amendment to the Company's
Quarterly Report on Form 10-Q/A for the fiscal quarter ended
December 31, 2001 and incorporated herein by reference.) N/A
3(ii) Bylaws of the Company, as amended (filed as Exhibit "3(ii)" to
the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999 and incorporated herein by reference.) N/A
4.1 Form of common stock Certificate of the Company (filed as Exhibit
"4.2" to the Company's annual report on Form 10-K for the fiscal
year ended June 30, 1994 and incorporated herein by reference.) N/A
4.2 uniView Technologies Corporation 1999 Equity Incentive Plan (filed
as Exhibit "4.4" to the Company's Registration Statement on Form
S-8 filed with the Commission on July 12, 2000 and incorporated
herein by reference.) N/A
4.3 Series A Preferred Stock terms and conditions (filed as Exhibit
"4.3" to the Company's annual report on Form 10-K for the fiscal
year ended June 30, 1994 and incorporated herein by reference.) N/A
4.4 Series H Preferred Stock terms and conditions (filed as Exhibit
"4.4" to the Company's Registration Statement on Form S-3
originally filed with the Commission on June 20, 1996 and
incorporated herein by reference.) N/A
4.5 Series 2002-G Preferred Stock terms and conditions (filed as
Exhibit "4.1" to the Company's Current Report on Form 8-K dated
as of March 5, 2002 and incorporated herein by reference.) N/A
4.6 Form of warrant issued in connection with private placement to
Bonanza Partners, Ltd. (filed as Exhibit "4.11" to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1999 and incorporated herein by reference.) N/A
4.7 Form of warrant issued in connection with acquisition of certain
assets of Softgen International, Inc. (filed as Exhibit "4.12" to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1999 and incorporated herein by reference.) N/A
4.8 Form of warrant issued in connection with private placement to LBI
Group, Inc. (filed as Exhibit "4.5" to the Company's Registration
Statement on Form S-3 filed with the Commission on May 19, 2000
and incorporated herein by reference.) N/A
4.9 Form of warrant issued in connection with private placement to
Founders Partners VI, LLC (filed as Exhibit "4.5" to the Company's
Registration Statement on Form S-3 filed with the Commission on
October 10, 2000 and incorporated herein by reference.) N/A
4.10 Form of warrant issued to Sagemark Capital, L.P. in connection
with a loan to the Company (filed as Exhibit "4.11" to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 2000 and incorporated herein by reference.) N/A
4.11 Form of warrant issued to Highland Holdings for a finder's fee in
connection with the Sagemark loan to the Company (filed as Exhibit
"4.12" to the Company's Quarterly Report on Form 10-Q/A for the
fiscal quarter ended September 30, 2001 and incorporated herein
by reference.) N/A
4.12 Form of warrant issued to Massive Capital, LLC for a finder's fee
in connection with the sale of the Curtis Mathes trademark (filed
as Exhibit "4.13" to the Company's Quarterly Report on Form 10-Q/A
for the fiscal quarter ended September 30, 2001 and incorporated
herein by reference.) N/A
4.13 Securities Purchase Agreement dated March 5, 2002 between
registrant and Brown Simpson Partners I, Ltd. relating to the
redemption of registrant's Series 1999-D1 Convertible Preferred
Stock with Series 2002-G Convertible Preferred Stock (filed as
Exhibit "99.2" to the Company's Current Report on Form 8-K dated
as of March 5, 2002 and incorporated herein by reference.) N/A
4.14 Registration Rights Agreement dated March 5, 2002 between
registrant and Brown Simpson Partners I, Ltd. relating to the
registration of the shares of common stock underlying registrant's
Series 2002-G Convertible Preferred Stock (filed as Exhibit "99.3"
to the Company's Current Report on Form 8-K dated as of March 5,
2002 and incorporated herein by reference.) N/A
4.15 Settlement and Mutual Release Agreement dated March 5, 2002
between registrant and Brown Simpson Partners I, Ltd. relating
to the redemption of registrant's Series 1999-D1 Convertible
Preferred Stock with Series 2002-G Convertible Preferred Stock
(filed as Exhibit "99.4" to the Company's Current Report on
Form 8-K dated as of March 5, 2002 and incorporated herein by
reference.) N/A
4.16 Form of warrant issued to Setfield Limited for services rendered
(filed as Exhibit "4.18" to the Company's annual report on Form
10-K for the fiscal year ended June 30, 2002 and incorporated
herein by reference.) N/A
4.17 Form of warrant issued to Gemini Growth Fund, L.P. in connection
with a loan to the Company (filed as Exhibit "4.19" to the
Company's annual report on Form 10-K for the fiscal year ended
June 30, 2002 and incorporated herein by reference.) N/A
4.18 Series 2002-K Preferred Stock terms and conditions (filed as
Exhibit "4.20" to the Company's annual report on Form 10-K for
the fiscal year ended June 30, 2002 and incorporated herein by
reference.) N/A
99.1* Certification of Chief Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. 18
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* Filed herewith.