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OMB APPROVAL
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OMB Number: 3235-0145
UNITED STATES Expires: October 31, 1994
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours perform ........... 14.90
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. )*
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UNIVEIW TECHNOLOGIES CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
915 282206
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(CUSIP Number)
FOUNDERS EQUITY GROUP, INC.
2602 McKinney Ave., Suite 220, Dallas, TX 75204
c/o Thomas Spackman, Jr.
(214) 871-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 14, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of Pages
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SCHEDULE 13D
CUSIP No. 915 282206 Page 2 of 6 Pages
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(1) Names of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
FOUNDERS EQUITY GROUP, INC.
EIN # 75-2658675
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
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(3) SEC Use Only
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(4) Source of Funds*
PF
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(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
2602 McKinney Ave., Suite 220
Dallas, TX 75204
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(7) Sole Voting Power
925,000
Number of --------------------------------------------------
Shares (8) Shared Voting Power
Beneficially 1,705,950
Owned by --------------------------------------------------
Each (9) Sole Dispositive Power
Reporting 925,000
Person --------------------------------------------------
With (10) Shared Dispositive Power
1,705,950
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,705,950
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/
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(13) Percent of Class Represented by Amount in Row (11)
11.34%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the without par value common stock of
uniView Technologies hereinafter ("uniView" or "Company"). The
Company's principal executive officers are located at 10911 Petal
Street, Dallas, Texas 75238.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) & (c)
Founders Equity Group, Inc. ("Founders Equity")
2602 McKinney, Suite 220
Dallas, Texas 75204
Founders Equity is a Texas Corporation whose principal business is
investments and whose officers are:
Scott D. Cook Chairman
Thomas J. Spackman, Jr. President
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
(i) Founders Equity Securities, Inc.
(ii) Scott D. Cook
(iii) Donald F. Moorehead
(iv) George O. Moorehead
Founder's Equity Securities, Inc. is a subsidiary of Founders Equity
Group, Inc. Mr. Cook, Mr. Donald F. Moorehead, and Mr. George O.
Moorehead are all directors of Founders Equity Group, Inc. These
persons will not individually own more than 5% of the outstanding
shares of the Company diluted or undiluted.
(d) Founders Equity has not been convicted in a criminal proceeding
during the last 5 years.
(e) Founders Equity has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction during
the last 5 years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Founders Equity acquired the securities from its working capital
accounts. From time to time Founders Equity may syndicate part of its
investments to funds that are under the exclusive control of Founders
Equity. No borrowed funds were
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used in the transaction. The securities were either acquired
directly from the Company in a private transaction or in open market
transactions.
ITEM 4. PURPOSE OF TRANSACTION
Founders Equity's acquisition of these shares is solely for
investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) On March 4, 1999, the Company and Founders Equity entered into
a Convertible Debenture Loan Agreement pursuant to which the
Company issued to Founders Equity a $200,000 Convertible
Debenture convertible at $.625 per share. The Company also
entered into a Convertible Debenture Loan Agreement with Scott
D. Cook for $100,000 convertible at $.625 per share. Founders
Equity also has 112,000 warrants for shares of common stock of
the Company. Scott D. Cook has 5,000 warrants for shares of
common stock of the Company. Founders Equity had purchased and
sold shares of the Company in the open market and in private
transactions prior to May 14, 1999.
On May 14, 1999, Founders Equity purchased $550,000 of
preferred stock from the Company convertible at $1.25 per share
for a total of 440,000 shares of common stock. Donald F.
Moorehead and George O. Moorehead each purchased $225,000 of
preferred stock also convertible at $1.25 per share for a total
of 220,000 shares of common stock each. Altogether, Founders
Equity, Donald F. Moorehead, and George O. Moorehead purchased
$880,000 of preferred stock that convert at $1.25 per share for
a total of 880,000 shares of common stock.
(b) Number of shares as to which Founders Equity has fully diluted:
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(i) Sole power to vote on to direct the vote: 925,000
(ii) Shared power to vote on to direct the vote: 1,705,950
(iii) Sole power to dispose or to direct the disposition: 925,000
(iv) Shared power to dispose or to direct disposition: 1,705,950
Number of shares to which Founders Securities has fully diluted:
(i) Sole power to vote on to direct the vote: 68,750
(ii) Shared power to vote on to direct the vote: 1,705,950
(iii) Sole power to dispose or to direct the disposition: 68,750
(iv) Shared power to dispose or to direct disposition: 1,705,950
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Number of shares to which Donald F. Moorehead has fully diluted:
(i) Sole power to vote on to direct the vote: 221,000
(ii) Shared power to vote on to direct the vote: 1,705,950
(iii) Sole power to dispose or to direct the disposition: 221,000
(iv) Shared power to dispose or to direct disposition: 1,705,950
Number of shares to which George O. Moorehead has fully diluted:
(i) Sole power to vote on to direct the vote: 220,700
(ii) Shared power to vote on to direct the vote: 1,705,950
(iii) Sole power to dispose or to direct the disposition: 220,700
(iv) Shared power to dispose or to direct disposition: 1,705,950
Number of shares to which Scott D. Cook has fully diluted:
(i) Sole power to vote on to direct the vote: 270,500
(ii) Shared power to vote on to direct the vote: 1,705,950
(iii) Sole power to dispose or to direct the disposition: 270,500
(iv) Shared power to dispose or to direct disposition: 1,705,950
(c) Founders Equity has not effected any transaction in the securities
of the Company prior to the transaction disclosed herein, other
than any transactions previously disclosed.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES FOR THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
After reasonabe inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete, and correct.
May 24, 1999 /s/ Thomas J. Spackman, Jr.
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Date Thomas J. Spackman, Jr.
President
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the common stock of uniView Technologies Corporation dated as of
May 14, 1999, is filed on behalf of each of us pursuant to and in accordance
with Regulations Section 240.13d-1 pursuant to Rule 13(d) under the
Securities Exchange Act of 1934.
May 24, 1999 Founders Equity Securities, Inc.
By: /s/ Scott D. Cook
______________________________
President
Scott D. Cook
By: /s/ Donald F. Moorehead
______________________________
Donald F. Moorehead
By: /s/ George O. Moorehead
______________________________
George O. Moorehead
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