As filed with the Securities and Exchange Commission on May 14, 1998
                                                    Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-1
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 --------------

                        UNITED INFORMATION SYSTEMS, INC.
                        --------------------------------
               (Exact name of Company as specified in its charter)

    65-0267989                Delaware                      3571
    ----------                --------                      ----
(I.R.S. Employer    (State or other jurisdiction    (Primary Standard Industrial
Identification No.) of incorporation or organization) Classification Number)

                                10400 NW 33rd St.
                                   Suite 110
                              Miami, Florida 33172
                                 (305) 477-3050

                (Name, address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                      Carlos Maia, Chief Executive Officer
                        United Information Systems, Inc.
                          2201 N.W. 102nd Place, Unit 3
                              Miami, Florida 33172
                                 (305) 477-3050

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                              Neil S. Baritz, Esq.
                             Dreier and Baritz, LLP.
                              1515 N. Federal Hwy.
                                    Suite 300
                              Boca Raton, FL 33432

       Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
       If any of the  securities on this Form are to be offered on a delayed or
continuous  basis  pursuant to Rule 415 under the Securities Act of 1933, check
the following box: [X]
       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. 9
       If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
       If delivery of the  prospectus is expected to be made pursuant to Rule
434,  please check the following box. [ ]
 


<PAGE>

<TABLE>
<CAPTION>

 
                         CALCULATION OF REGISTRATION FEE


------------------------ ---------------------- ---------------------- ---------------------- ----------------------

    Title of each
      class of                                    Proposed maximum       Proposed maximum
  securities to be           Amount to be          offering price        aggregate offer-           Amount of
     registered               registered          per share (1)(2)        ing price(1)(2)       registration fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                      <C>                    <C>                    <C>                    <C>    

    Common Stock,
   $.001 par value
      per share            4,330,729 Shares             $5.94               $25,724,530             $7,795.31
------------------------ ---------------------- ---------------------- ---------------------- ----------------------

        Total              4,330,729 Shares             $5.94               $25,724,530             $7,795.31
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

(1)      The offering price was estimated based on the average of the low and
         high sales prices for the Common Stock of the Company as reported on
         the Over-The-Counter Bulletin Board on May 12, 1998 which was $5.94.

(2)      Estimated  solely for the  purpose of  calculating  the  registration 
         fee  pursuant to Rule 457 under the Securities Act of 1933, as amended.

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.


                                EXPLANATORY NOTE

         This Registration Statement covers the registration of (i) up to
4,330,729 shares of Common Stock, $.001 par value ("Common Stock") of United
Information Systems, Inc. (the "Company"), a Delaware corporation, for sale by
the holders thereof (the "Selling Security Holders"), subject to the contractual
restrictions that certain of the Selling Security Holders may not sell all or a
portion of such Selling Security Holders' Stock for a specified period as
described in the Prospectus of which this Registration Statement forms a part.

                                       ii

<PAGE>

<TABLE>
<CAPTION>

                        UNITED INFORMATION SYSTEMS, INC.

               Cross Reference Sheet for Prospectus Under Form S-1

         Form S-1 Item No. and Caption                      Caption or Location in Prospectus
<S>     <C>                                                 <C>

 1.      Forepart of the Registration                       Cover Page; Cross Reference
         Statement and Outside                              Sheet; Outside Front Cover
         Front Cover of Prospectus                          Page of Prospectus

 2.      Inside Front and Outside Back                      Inside Front and Outside Back
         Cover Pages of Prospectus                          Cover Pages of Prospectus

 3.      Summary Information, Risk                          Prospectus Summary; Risk Factors
         Factors and Ratio of Earnings
         to Fixed Charges

 4.      Use of Proceeds                                    Use of Proceeds

 5.      Determination of Offering                          Cover Page; Risk Factors
         Price

 6.      Dilution                                           Not Applicable

 7.      Selling Security Holders                           Cover Page; Selling Security Holders

 8.      Plan of Distribution                               Outside Front Cover Page of Prospectus;
                                                            Sales by Selling Security Holders

 9.      Description of Securities to                       Description of Securities;
         be Registered                                      Sales by Selling Security
                                                            Holders

10.      Interest of Named Experts                          Legal Matters; Experts
         and Counsel

11.      Information with Respect                           The Company; Selected Financial Information;
         to the Registrant                                  Management's Discussion and Analysis of Financial
                                                            Condition and Results of Operations; Management;
                                                            Executive Compensation;
                                                            Management - Principal Stockholders

12.      Disclosure of Commission                           Management - Indemnification of Officers
         Position on Indemnification                        and Directors
         For Securities Act Liabilities

</TABLE>

                                      iii

<PAGE>

PROSPECTUS

                    SUBJECT TO COMPLETION, DATED MAY 14, 1998
                                4,330,729 Shares
                        UNITED INFORMATION SYSTEMS, INC.

         This Prospectus (the "Prospectus") relates to the offer and sale of
4,330,729 shares of Common Stock, $.001 par value (the "Common Stock"), of
United Information Systems, Inc., a Delaware corporation (the "Company") by
certain stockholders of the Company (the "Selling Security Holders"). Of the
4,330,729 shares of Common Stock offered hereby (the "Shares"), an aggregate of
747,314 Shares were issued upon conversion of a series of the Company's 5%
Convertible Debentures, in the aggregate principal amount of $330,000 (the
"Debentures") held by certain of the Selling Security Holders; 862,000 shares
were issued in a private placement transaction undertaken by the Company in
November, 1997, and 1,120,266 shares were issued pursuant to the terms of a
Reorganization Agreement dated November 17, 1997. The Shares are being
registered by the Company pursuant to registration rights granted to the Selling
Security Holders.

         The Common Stock of the Company is quoted on the National Association
of Securities Dealers, Inc. Over-the-Counter Bulletin Board under the symbol
UISI. The Shares offered hereby may be sold, from time to time, publicly through
broker-dealers acting as agents for Selling Security Holders, or in private
sales. See "Selling Security Holders" and "Plan of Distribution." The Company
will not receive any of the proceeds from the sale of the Shares offered hereby
by the Selling Security Holders. All costs and fees in connection with the
registration of the Shares offered hereby will be borne by the Company.
Brokerage commissions, if any, directly attributable to the sale of the Shares
will be borne by the Selling Security Holders.

         THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK
FACTORS" BEGINNING ON PAGE 7.

         THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

         INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.


                  The date of this Prospectus is May 14, 1998


<PAGE>

                                                        
         The Company intends simultaneously with the filing hereof to apply for
inclusion of the Common Stock on the Nasdaq SmallCap Market, although there can
be no assurance that such securities will be accepted for quotation or, if
accepted, that an active trading market will develop. Additionally, if the
Company's securities are accepted for quotation and active trading develops, the
Company is required to maintain certain minimum criteria established by Nasdaq,
and there can be no assurance that the Company will be able to continue to
fulfill such criteria. See "Risk Factors."

         The Company has been advised by the Selling Security Holders that they
may sell all or a portion of the Securities offered hereby from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and that such shares will be sold at market prices
prevailing at the time of such sales or at negotiated prices. The Company will
not receive any of the proceeds from the sale of the Securities offered hereby.
In connection with such sales, the Selling Security Holders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act of 1933. See "Use of Proceeds" and "Sales by Selling
Security Holders."

         All costs, expenses and fees in connection with the registration of the
shares of Common Stock offered hereby will be borne by the Company. Brokerage
commissions, if any, directly attributable to the sale of the Shares will be
borne by the Selling Security Holders.

         THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.

         No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offer
contained in this Prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Security Holders. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy the Shares offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale hereunder shall under any circumstances create any implication that
there has been no change in the affairs of the Company since the date hereof.


                              AVAILABLE INFORMATION

         The Company does not file reports or other information with the
Securities and Exchange Commission (the "Commission"). However upon the
effectiveness of this Registration Statement, the Company will become subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended, and in accordance therewith will be obligated to file reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, New

 

<PAGE>

                                      2
York, New York 10048. Copies of such material may be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission. The address of the Web site is
(http://www.sec.gov).

         The Company has, upon request, previously made available its annual
audited financial statements and prospectively, intends to furnish its
stockholders with annual reports containing audited financial statements and may
distribute quarterly reports containing unaudited summary financial information
for each of the first three quarters of each fiscal year.

         This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Act"), omits certain information contained in the Registration
Statement in accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby.

         The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Executive Vice President,
Corporate Development, United Information Systems, Inc., 104000 NW 33rd St.,
Suite 110, Miami, Florida 33172. Telephone (305) 477-3050.

                                       3

<PAGE>


                               PROSPECTUS SUMMARY

         The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and the notes thereto
appearing elsewhere in this Prospectus. As used in this Prospectus, the term
"Company" refers to United Information Systems, Inc., a Delaware corporation,
and its wholly-owned subsidiaries, United Information Systems, Inc., a Florida
corporation, and UIS Industrial, Ltda, a Brazil corporation. Unless otherwise
indicated, all figures contained herein are stated in U.S. Dollars.

                                   The Company

         United Information Systems, Inc. (the "Company"), was organized under
the laws of the State of Delaware on February 10, 1986 under the name The
Oceania Group, Inc. Subsequent to incorporation, the Company consummated the
purchase and eventual sale of certain business operations. As of June 30, 1997,
the Company had sold all of its assets and conducted no business.

         On November 17, 1997, the Company acquired United Information Systems,
Inc. ("UIS Miami"), a Florida corporation, and UIS Industrial Ltda ("UIS
Brazil"), a corporation organized under the laws of Brazil, (UIS Miami and UIS
Brazil collectively referred to as the "UIS Companies") in a stock for stock
transaction under the terms of a Reorganization Agreement (the "Reorganization
Agreement"). Through the terms of the Reorganization Agreement, the shareholders
of the UIS Companies transferred all outstanding stock of the UIS Companies to
the Company and in return received approximately 67.50% of the outstanding
common stock in the Company. As a result of the transaction, the UIS Companies
became wholly owned subsidiaries of the Company. The Company changed its
corporate name to United Information Systems, Inc. effective December 3, 1997.

         The Company, through its wholly-owned and 99.5% subsidiaries, UIS Miami
and UIS Brazil, respectively, is a U.S.-headquartered manufacturer and
distributor of microcomputers and related peripherals within the Federal
Republic of Brazil. The Company's products, which include personal computers,
multimedia systems, monitors, keyboards and other input/output devices, are
marketed under the Company's proprietary "UIS" brand name and other brand names
for distribution through a variety of channels in the Brazilian marketplace. In
addition, the Company maintains an engineering support center dedicated to
assisting the Company's customers in maintaining effective networking and system
integration solutions.

         The Company is listed on the National Association of Securities Dealers
Over the Counter Bulletin Board under the symbol "UISI". The Company's fiscal
year end is December 31. The Company's executive offices are located at 10400 NW
33rd St., Suite 110, Miami, Florida 33172, and its telephone number is (305)
477-3050.

                                  The Offering
<TABLE>
<CAPTION>

<S>                                                              <C>

Common Stock Outstanding
Prior to Offering...........................................      8,405,533 shares

Common Stock Offered By.....................................      4,330,792 shares
Selling Security Holders

                                       4
<PAGE>

Risk Factors................................................      Investment in  the shares of Common Stock
                                                                  offered hereby involves a high degree of risk                 
                                                                  and immediate and substantial  dilution from the
                                                                  price to the  public. See "Risk  Factors," and
                                                                  "Certain Transactions."

Use of Proceeds.............................................      The Company will not receive proceeds from the
                                                                  sale of the Shares offered hereunder by the
                                                                  Selling Security Holders.

Nasdaq OTC Bulletin Board Symbol............................      "UISI"


</TABLE>

                                       5
<PAGE>


                             Summary Financial Data

         The following table sets forth certain summary financial information.
The summary statement of operations data for the years ended December 31, 1997,
1996 and 1995 are derived from the Consolidated Financial Statements of the
Company, which have been audited by Spear Safer & Harmon & Co., independent
certified public accountants. The Consolidated Financial Statements for the
periods indicated above, and the report thereon, appear elsewhere in this
Prospectus. The data in such tables should be read together with "Selected
Financial Data" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and the
notes thereto, appearing elsewhere herein.

Consolidated Statement of Operations Data:

                        United Information Systems, Inc.
                            Summary Finanicial Data
                 For the Three Years Ended December 31st, 1997
<TABLE>
<CAPTION>
                                                  Fiscal Years Ended December 31st, 1998
                                                  --------------------------------------

                                                   1997            1996           1995
                                                   ----            ----           ----
<S>                                               <C>            <C>             <C>   
Income Statement Data:
---------------------

          Net Sales......................         105,245,366     91,390,274      72,545,510
          Gross Profit...................          27,373,173     12,876,724      11,492,728
          Operating Income...............          10,059,019      5,450,349       5,431,203
          Income Before Income Taxes ....           5,845,229      3,696,715       2,856,385
          Income Taxes...................                   -              -          12,000
          Net Income.....................           5,845,229      3,696,715       2,844,385


Per Share Data:
--------------

          Net Income per Share (Basic)...                0.86           0.56            0.43
          Net Income per Share (Diluted).                0.85           0.56            0.43
          Weighted Average Shares               
          Outstanding...................            6,805,124      6,602,566       6,602,566


Balance Sheet Data:
------------------

          Current Assets.................          20,659,103     35,440,832      28,135,904
          Working Capital................          (7,917,990)     5,948,845       6,661,003
          Average Working Capital........            (984,573)     6,304,924       3,330,502
          Long Term Assets...............          24,180,690      4,445,889         726,901
          Total Assets...................          44,839,793     39,886,721      28,862,805
          Current Liabilities............          28,577,093     29,491,987      21,474,901
          Long Term Liabilities..........              75,428        223,787           8,913
          Total Liabilities..............          28,652,521     29,715,774      21,483,814
          Shareholder's Equity...........          16,187,272     10,170,947       7,378,991
          Total Liabilities and                  
          Shareholder's Equity...........          44,839,793     39,886,721      28,862,805


Financial Ratio Analysis
------------------------

Liquidity:
          Quick Ratio                                  44.487%        71.258%         90.437%
          Current Ratio                                72.293%       120.171%        131.018%
          Working Capital to Total Assets             -17.658%        14.914%         23.078%

Efficiency:
          Accounts Receivable Turnover                  6.463          4.756           7.847
          Age of Accounts Receivables                  56.477         76.747          46.517
          Inventory Turnover                            7.268          6.996          14.237
          Working Capital Turnover                   -106.894         14.495          21.782

Position and Coverage:
          Debt to Equity:                                 177%           292%            291%
          Debt to Total Assets                             64%            75%             74%

Profitability:
          Return on Sales                               5.554%         4.045%          3.921%
          Return on Total Assets                       24.838%        16.611%         37.100%
          Return on Owner's Equity                     44.352%        42.128%         77.094%
</TABLE>
                                       6
<PAGE>
                                  RISK FACTORS

         AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES
THERETO, IN EVALUATING AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED
HEREBY.

Need for Additional Funds.

Continuation as a Going Concern

         The Company's independent auditors have included an explanatory
paragraph in their report on the Company's financial statements stating that the
Company has a substantial working capital deficiency of approximately
$7,900,000. The explanatory paragraph also states that the deficiency has
created a situation whereby the Company is unable to process orders due to the
shortage of working capital. The Company's failure to process its orders has
affected the Company;s ability to continue as a going concern. See "note 14 to
Notes to Financial Statements."

         The Company believes that its current cash should be sufficient to
enable the Company to continue funding its operations at currently budgeted
spending levels. However, the Company's cash requirements may vary materially
from those now planned because of, among other things, changes in the focus and
direction of the Company, competitive and technological advances and other
factors. The Company intends to address its capital needs on an ongoing basis,
and if necessary, will attempt to raise funds through a private placement or
public offering of its securities, however no assurance can be given that such
capital will be available or if available, on terms acceptable to the Company.
See "Liquidity and Capital Resources."

Foreign Exchange Risk

         The relationship of Brazil's currency to the value of the United States
dollar, and the relative rate of devaluation of Brazil's currency, may affect
the Company's operating results. In particular, the Company's accounts
receivable are denominated in the Brazilian local currency, the Real, and
initially recorded in Real for purposes of United States audit, reporting and
financial statement purposes. Thereafter, the Company's operating results are
converted to United States dollars. Accordingly, since the Consolidated
Financial Statements of the Company are prepared in United States dollars, the
Company can experience fluctuations of both revenues and expenses due to the
translation of Real to United States dollars and any significant devaluation of
the Real relative to the United States dollar could have a material adverse
effect on the Company's operating results. See Conditions in Brazil.

Competition

         The manufacturing and distribution of computer equipment and related
products is highly competitive and requires substantial capital. The Company
competes with, and will compete with, numerous international, national, and
regional companies, many of which have significantly larger operations and
greater financial, marketing, human, and other resources than the Company, which
may give such competitors competitive advantages, including economies of scale
and scope. No assurance can be given that the Company will successfully compete
in any market in which it conducts or may conduct operations.

Political and Economic Uncertainty

         Notwithstanding the recent stability of the Brazilian economy and
Brazil's unrestricted foreign exchange market, the Brazilian economy has been
characterized by frequent and occasionally substantial intervention by the
Brazilian Government. The Brazilian Government has, in the past, substantially
influenced monetary, credit, tariff, and other policies, including exchange
rates, and has 

                                       7

<PAGE>

utilized price and wage controls, the restriction of bank accounts, capital
controls, and restrictions on exports to influence the economy, including to
reduce extremely high levels of inflation. In addition, the Brazilian political
environment has been characterized by high levels of uncertainty since the
country returned to civilian rule in 1985. Furthermore, there have been periodic
strikes among workers in Brazil's public sector, and any such incidents in the
future could have a material adverse effect on the Company's operations during
such periods. Future changes in, or the implementation of, such policies, and
increased Brazilian political uncertainty, could also have a material adverse
effect on the Company and its financial results. See "Conditions in Brazil."

Consequences of Technological Changes

         The market for the Company's products is characterized by continuous
and rapid technological advances and evolving industry standards. Compatibility
with industry standards in areas such as operating systems and communications
protocols is material to the Company's marketing strategy and product
development efforts. In order to remain competitive, the Company must respond
effectively to technological changes by continuing to enhance and improve its
existing products to incorporate emerging or evolving standards and by
successfully developing and introducing new products that meet customer
requirements. There can be no assurance that the Company will successfully
develop, market, or support such products or that the Company will respond
effectively to technological changes or new product announcements or
introductions by others. In the event that the Company does not enhance and
improve its products, the Company's sales and financial results could be
materially adversely affected. In addition, there can be no assurance that, as a
result of technological changes, a portion of the inventory of the Company would
not be rendered obsolete. See "Business -- Products."

Dependence on Key Personnel; Recruitment of Additional Personnel

         The Company is dependent upon the efforts and abilities of Carlos Maia,
its Chairman of the Board and Chief Executive Officer, Saul Maia, its President
and Chief Operating Officer and William Cuervo its chief Financial Officer.
Carlos Maia and Saul Maia are brothers. Carlos Maia has entered into an
employment agreement with the Company which terminates in November, 2000. The
Company has obtained key man life insurance in the amount of $2.0 million on the
life of Carlos Maia. The policy names the Company as beneficiary. The loss or
unavailability of the services of or any of the Company's key personnel for any
significant period of time could have a material adverse effect on the Company's
business prospects.

         The ability of the Company to attract and retain highly skilled
personnel is critical to the operations of the Company. To date, the Company has
been able to attract and retain the personnel necessary for its operations.
However, there can be no assurance that the Company will be able to do so in the
future. If the Company is unable to attract and retain personnel with necessary
skills when needed, its business could be materially adversely affected. See
"Management."

Assets Outside the U.S.; Enforceability of Civil Liabilities Against Foreign
Persons

         While the Company is a United States corporation organized under the
laws of the State of Delaware, UIS Brazil, a wholly-owned subsidiary of the
Company, is a company organized under the laws of Brazil and is domiciled in
Brazil. In connection therewith and as a result, for the foreseeable future, a
substantial portion of the Company's assets will be held or used outside the
United States (in Brazil). As a result, it may not be possible for investors to
enforce against the Company in United 

                                       8
<PAGE>

States courts judgments of such courts predicated upon the civil liability
provisions of the federal securities laws.

No Dividends

         The Company has not paid any cash dividends on its Common Stock since
its inception and does not anticipate paying cash dividends on its Common Stock
in the foreseeable future. For the foreseeable future, the Company intends to
reinvest earnings of the Company, if any, in the development and expansion of
its business. See "Dividend Policy."

Control of the Company by Management

         Immediately prior to this offering, management of the Company owned
approximately 63.9 % of the outstanding shares of the Company. Immediately
following this offering, management of the Company will own approximately 50.7%
of the outstanding shares of Common Stock. Accordingly, the management of the
Company will have the ability to elect the Company's entire Board of Directors
and control the outcome of all matters submitted to a vote of the shareholders
of the Company. See "Principal Shareholders," "Description of Securities."

Government Regulation

         The manufacture of computer equipment and related products is subject
to various forms of government regulation in the United States and Brazil. The
Company and its operations are affected by technology transfer and licensing
regulations, tariff regulations, regulations governing currency conversion and
transfers of profits between jurisdictions, and labor regulations, among others.
While the Company does not believe that such regulations adversely effect the
Company or its business presently, there can be no assurance that such
regulations will not materially adversely affect the Company in the future. In
addition, the government of Brazil has exercised, and continues to exercise,
substantial influence over many aspects of the private sector in Brazil.

Authorization of Preferred Stock; Possible Anti-Takeover Effects

         The Board of Directors is authorized to issue shares of preferred stock
and to determine the dividend, liquidation, conversion, redemption, and other
rights, preferences, and limitations of such shares without any further vote or
action of the shareholders. Accordingly, the Board of Directors is empowered,
without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the Common Stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging and delaying or preventing a change
in control of the Company. The Company has no present intention to issue any
shares of its preferred stock, although there can be no assurance that the
Company will not do so in the future. See "Description of Securities --
Preferred Stock."

Outstanding Warrants and Options.

         The Company has outstanding (i) warrants issued to purchase an
aggregate of 225,000 shares of Common Stock; and (ii) options granted to 
consultants to the Company to purchase an aggregate of 

                                       9
<PAGE>

600,000 shares of Common Stock. Holders of such warrants and options are likely
to exercise them when, in all likelihood, the Company could obtain additional
capital on terms more favorable than those provided by the warrants and options.
Further, while these warrants and options are outstanding, the Company's ability
to obtain additional financing on favorable terms may be adversely affected. See
Selling Security Holders.

Current Prospectus and State Registration to Exercise Warrants.

         Holders of warrants will only be able to exercise the warrants if (i) a
current prospectus under the Securities Act relating to the securities
underlying the warrants is then in effect and (ii) such securities are qualified
for sale or exempt from qualification under the applicable securities laws of
the states in which the various holders of warrants reside. Although the Company
has undertaken and intends to use its best efforts to maintain a current
prospectus covering the securities underlying the warrants, there can be no
assurance that the Company will be able to do so. The value of the warrants may
be greatly reduced if a prospectus covering the securities issuable upon the
exercise of the warrants is not kept current or if the securities are not
qualified, or exempt from qualification, in the states in which the holders of
warrants reside. See "Description of Capital Stock--Warrants."

Lack of Liquid Trading Market.

         Sales of Common Stock or other securities, or the possibility of such
sales, in the public market may adversely affect the market price of the Common
Stock offered hereby. Historically, the Company's securities have been thinly
traded. This low trading volume may have had a significant effect on the market
price of the Company's securities, which may not be indicative of the market
price in a more liquid market.

Possible Applicability of Rules Relating to Low-Priced Stocks; Possible Failure
to Qualify for Nasdaq SmallCap Market Listing.

         The Commission has adopted regulations which generally define a "penny
stock" to be any equity security that has a market price (as defined) of less
that $5.00 per share, subject to certain exceptions. Upon completion of this
Offering, the shares of Common Stock offered hereby may be deemed to be "penny
stocks" and thus will become subject to rules that impose additional sales
practice requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors, unless the Common
Stock is listed on Nasdaq. Consequently, the "penny stock" rules may restrict
the ability of broker/dealers to sell the securities and may affect the ability
of purchasers in this Offering to sell the securities in a secondary market. See
"Underwriting."

         Effective February 23, 1998, The Nasdaq Stock Market, Inc. adopted
certain changes to the entry and maintenance criteria for listing eligibility on
the Nasdaq SmallCap Market. In addition to increased listing criteria, new
maintenance standards require at least $2,000,000 in net tangible assets (total
assets less total liabilities and goodwill) or $500,000 in net income in two of
the last three years, a public float of at least 500,000 shares, a $1,000,000
market value of public float, a minimum bid price of $1.00 per share, at least
two market makers, at least 300 shareholders and at least two outside directors.
If the Company is or becomes unable to meet the initial or continuing listing
criteria of the Nasdaq SmallCap Market and is never traded or becomes delisted
therefrom, trading, if any, in the Common Stock would thereafter be conducted in
the over-the-counter market on the OTC Electronic Bulletin 

                                       10
<PAGE>

Board. In such an event, the market price of the Common Stock may be adversely
impacted and an investor may find it difficult to dispose of, or to obtain
accurate quotations as to the market value of the Common Stock.

Year 2000 Compliance.

         The Company believes the cost of administering its Year 2000 readiness
program, exclusive of any customer claims, will not have a material adverse
impact on future earnings. Since there is no uniform definition of Year 2000
"compliance" and since all customer situations cannot be anticipated,
particularly those involving third-party products, the Company may see an
increase in warranty and other claims as a result of the Year 2000 transition.
Such claims, if successful, could have a material adverse impact on results.

         The Company's efforts to address its internal hardware, operating and
information systems are currently under way in the United States and have
already been completed in Brazil. The Company is in the process of replacing
some of its older systems with new systems that are able to handle the Year 2000
transition and management will continue to review the Company's internal systems
and intends to address any issues as they arise. Although the completion of the
Company's efforts are still in process, the Company believes that the impact of
the Year 2000 transition will not have a material adverse impact on future
results. In addition to its internal review procedures, the Company is also
coordinating Year 2000 compliance issues with its suppliers. Since the
compliance of suppliers depends on their cooperation, no assurances can be given
as to the impact of their non-compliance on future operating results.



                                 USE OF PROCEEDS

         The Company will not receive any of the proceeds from the sales of
Securities by the Selling Security Holders. In the event the outstanding
warrants and options are exercised, the Company will receive gross proceeds of
approximately $3,622,500, in the aggregate. See "Selling Security Holders" for a
list of those persons and entities receiving the proceeds from the sales of the
Securities offered hereby.

                           PRICE RANGE OF COMMON STOCK

         The Company's Common Stock is traded on the Over-the-Counter Bulletin
Board under the symbol "UISI." The Company's Common Stock commenced trading on
the Over-the-Counter Bulletin Board on March 22, 1992, under the symbol "CVTI".
On May 2, 1996, the Company's name changed to Seaton Group, Inc. and began
trading under the symbol "SEGI", and on December 3, 1997, as a result of the
transaction described herein, the Company's name changed to United Information
Systems, Inc. and began trading under the symbol "UISI." On November 18, 1997,
the Company completed a 1:18.6 reverse split of its Common Stock and the prices
reported below reflect such reverse split. The following table sets forth the
high and low bid quotations for the Common Stock for the periods indicated.
These quotations reflect prices between dealers, do not include retail mark-ups,
mark-downs or commission and may not necessarily represent actual transactions.

                                       11
<PAGE>

                  Quarter
                  Ended                     High ($)                   Low ($)
                  -----                     --------                   -------

                 03/31/95                      19.75                     14.00
                 06/30/95                      16.75                     11.50
                 09/30/95                      17.25                     11.25
                 12/31/95                      14.80                     11.25

                 03/31/96                      16.80                     11.25
                 06/30/96                      17.80                     11.50
                 09/30/96                       0.50                      0.50
                 12/31/96                       1.38                      0.25

                 03/31/97                       0.13                      0.13
                 06/30/97                       0.13                      0.13
                 09/30/97                       0.13                      0.12
                 12/31/97                       8.38                      0.13

                 03/31/98                       8.75                      5.50


         As of March 31, 1998, there were 419 holders of record of the Common
Stock of the Company. The closing bid price on the Over-the-Counter Bulletin
Board at May 12, 1998 was $5.94 per share.

         The Company currently intends to retain all earnings for working
capital to support growth, to reduce outstanding indebtedness and for general
corporate purposes. The Company, therefore, does not anticipate paying any
dividends in the foreseeable future. The Company did not pay dividends during
the three years ended December 31, 1997.


                                 CAPITALIZATION

         The following table sets forth the actual capitalization of the Company
at December 31, 1997 and as adjusted to give effect to the exercise of certain
Options.

                                                      Actual       Adjusted(A)
                                                     12/31/97        12/31/97
                                                  ------------------------------

Short-term Debt                                         8,595,281      8,595,281
                                                  ------------------------------

Long-term Debt                                            178,732        178,732
                                                  ------------------------------

Shareholders' Equity
   Common Stock                                             8,212
                                                                           8,712
   Preferred Stock
                                                                -              -
   Additional Paid-in Capital                           3,156,607      4,516,067
   Retained Earnings                                   14,412,612     14,162,612
   Cumulative Translation Adjustments                 (1,390,159)    (1,390,159)
                                                  ------------------------------

          Total Shareholders' Equity                   16,187,272     17,297,232
                                                  ------------------------------

Total Capitalization                                   24,961,285     26,071,285
                                                  ==============================

(A)   Adjusted for the issuance of 500,000 shares at $2.22 pursuant to the
      options issued to 2M Capital and the issuance of 40,000 shares for
      services rendered pursuant to the agreement with Continental Capital &
      Equity Corporation.
                                       12
<PAGE>



                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of Common Stock
for the accounts of the Selling Security Holders.


                                 DIVIDEND POLICY

         The Company has not declared or paid any dividends on its Common Stock
since inception and does not intend to pay any dividends to its shareholders in
the foreseeable future. The Company currently intends to reinvest earnings, if
any, in the development and expansion of its business. The declaration of
dividends in the future will be at the discretion of the Board of Directors and
will depend upon the earnings, capital requirements, and financial position of
the Company, general economic conditions, and other pertinent factors.

                             SELECTED FINANCIAL DATA

                      SELECTED CONSOLIDATED FINANCIAL DATA

         The financial data included in the following table has been selected by
the Company and has been derived from the consolidated financial statements for
the periods indicated. The following financial data should be read in
conjunction with the Company's Consolidated Financial Statements and related
Notes and Management's Discussion and Analysis of Financial Condition and
Results of Operations included elsewhere herein. The Company's operations for
the period prior to 1995 are not material and are therefore not stated herein











  

                                       13
<PAGE>


                     

Selected Consolidated Statement of Operations Data:
<TABLE>
<CAPTION>

                                                                    Year Ended December 31,
                                                                    ----------------------
                                                     1997                  1996                   1995
                                                     ----                  ----                   ----

<S>                                               <C>                     <C>                   <C>        
Revenues from Operations                          $  105,245,366          $  91,390,274         $72,545,510
                                                                                 

Net Income                                        $    5,845,229          $   3,696,715         $ 2,844,385
                                                                    

Basic Earnings Per Share: Net Income
                                                  $         0.86          $        0.56         $      0.43
                                                                                

Weighted Average Shares Outstanding                    6,805,124              6,602,566           6,602,566

</TABLE>

Balance Sheet Data:
<TABLE>
<CAPTION>

                                                                      As of December 31,
                                                                      ------------------
                                                       1997                  1996                   1995
                                                       ----                  ----                   ----

<S>                                                <C>                  <C>                    <C>             
Working Capital                                    $ (7,917,990.00)     $   5,948,845.00       $   6,661,003.00
                                                                          

Total Assets                                       $ 44,839,793.00      $  39,886,721.00       $  28,862,805.00

Long-Term Debt, Less current portion               $     75,428.00      $     223,787.00       $       8,913.00
                                                                            

Shareholders Equity                                $ 16,187,272.00      $  10,170,947.00       $   7,378,991.00




</TABLE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following discussion should be read in conjunction with the
information contained in the Consolidated Financial Statements and the Notes
thereto appearing elsewhere in this prospectus.

General

         The Company is a U.S.-headquartered manufacturer of microcomputers and
related peripherals within the Federal Republic of Brazil. The Company's
products, which include personal computers, multimedia systems, monitors,
keyboards and other input/output devices, are marketed under the Company's
proprietary "UIS" brand name and other brand names for sale through a variety of
channels in the Brazilian marketplace. The Company's fiscal year is December 31.



                                       14
<PAGE>
Overview

         The Company owns industrial equipment designed for the manufacture of
electronic circuitry boards as those utilized within the television,
electronics, and computer industry. The Company considers the manufacture of the
components to be an integral part of its business. The Company's primary revenue
generating activity consists of the manufacture of motherboards, video graphics
cards, memory modules, and communications cards and other personal computer
components, as well as the assembly of personal computers for the Brazilian
marketplace under the UIS brand name.

         The Company does not maintain high levels of inventory of items subject
to sharp devaluation in value. The Company recognizes that the obsolescence
factor of the products it manufactures is high and is subject to wide industry
price adjustments. These products include CPUs (Central Processing Units),
memory modules, harddrives and D-RAM chips.

         The Company's previous sales strategy was to focus on the distributor
channel. During 1997, the Company refocused its sales and marketing strategy in
order to position itself in the reseller market. This market was found to yield
greater profit margins than the distributor market. As a result the Company's
net income increased to $5,845,229 or 58% during 1997 from $3,696,715 in 1996.

         In 1996, the Company was located in a 30,000 square foot facility where
it operated one eight hour shift in order to maintain constant supply of 8,000
to 10,000 computers per month for its distributor channel. On as needed basis,
the Company elected to run additional shifts in order to satisfy demand. The
maximum capacity of the facility in 1996 was 15,000 computers per month.

         On May 4, 1998, the Company relocated its Miami operations to a new
location which has approximately 10,650 square feet, including 2,500 square feet
of office space and approximately 8,150 of warehouse space. The Company
currently operates one eight-hour shift that has the ability to maintain
constant supply of 10,000 computers per month to the reseller channel. The
Company may elect to run additional shifts in the future in order to satisfy any
increased demand. Historically, the Company's backlog has not generally exceeded
two weeks manufacturing capacity. The capacity of the current facility is 30,000
computers per month. The facility is located in an industrial area whereby
excess property is available for building expansion in order to accommodate
future growth. Additional manufacturing equipment may be required to meet demand
in excess of 30,000 units per month.

                                       15
<PAGE>

Results of Operations

         The following table sets forth, for fiscal years 1997, 1996, and 1995,
certain items from the Consolidated Statement of Income expressed as a
percentage of net sales.

                                                Percentage of Net Sales
                                                      Fiscal Years
                                                  Ended December 31,
                                                -----------------------

                                     1997                  1996          1995
                                     ----                  ----          ----


Net Sales                          100.00                100.00        100.00
Cost of Sales                       74.00                 85.91         84.16
                                    -----                 -----         -----

Gross Profit                        26.00                 14.09         15.84
SG&A                                 6.45                  8.13          8.36
                                     ----                  ----          ----

Income From Operations               9.55                  5.96          7.48
Other Income (Expenses)            (4.00)                (1.92)        (3.55)
                                   ------                ------        ------

Income Before Income Taxes           5.55                  4.04          3.93
Income Taxes                         0.00                  0.00          0.00
                                     ----                  ----          ----

Net Income                           5.55                  4.04          3.93
                                 =============================================

Fiscal Years Ended December 31, 1997 and 1996

         Net sales increased to $105,245,366 or 15.16%, from $91,390,274. These
sales were mostly composed of UIS branded computer systems such as the UIS
Magic, UIS Efficient and UIS Netsys. The increase in sales in 1997 from 1996 is
primarily attributed to the Company's increased marketing expenditures and its
development of the UIS brand name within the Brazilian market. The increase in
net sales was primarily attributed to an increase in volume of such sales.

         Cost of sales decreased to $77,872,193, or 0.82% from $78,513,550 in
1996. As a percentage of sales, cost of sales decreased to 74.00% from 85.91% in
1996. The general decrease in cost of goods sold was primarily due to a decrease
in raw material costs through higher purchasing power over and above an increase
in direct labor costs for the same period. In August of 1997, the Company moved
into a bigger facility within the Industrial District of Manaus, Brazil in order
to consolidate its manufacturing operations.

         Gross profit increased to $27,373,173 or 26.00% from $12,876,724 or
14.09% in 1996. This significant increase is attributable to the Company's
refocusing of its sales strategy towards the more profitable reseller market.
The Company's previous sales philosophy focused on marketing its products
through 17 distributors. In 1997 the Company had 17% of its sales to one major
customer down from 28% for the same period ended December 31, 1996.

         Selling, general, and administrative expenses increased to $17,314,154
or 133.14% from $7,426,375 in 1996. The increase was due to increased marketing
expenditures, additional staffing needs, increased selling expenses in
refocusing the Company's marketing efforts to the reseller target market.
Additionally, there were increased costs of operating and maintaining a larger
manufacturing facility.

         Other expenses include interest income, interest expense, and other
miscellaneous items. Other expenses increased in 1997 to $4,213,790 or 140.29%
from $1,753,634 in 1996 primarily because of the company's need to seek
financing within the Federal Republic of Brazil. Interest expense, net of 

                                       16
<PAGE>

income increased to $4,676,955 or 132.29% from $2,013,447 in 1996 primarily as a
result of the high cost of borrowing in the Federal Republic of Brazil. The
Company's borrowing rate fluctuates between 36% to 48% annually. The Company is
attempting to secure debt and equity financing within the US in order to
eliminate the high cost of borrowing in Brazil.

         The Company renegotiated and converted $16,991,831 of short term
accounts receivable to long term receivables. The reason for the renegotiations
stemmed from the Brazilian Government's tightening of the economy and increases
in interest rates in October of 1997. This forced many distributors of UIS brand
systems to renegotiate their debt with the Company over a longer repayment
period than 1 year. This renegotiation is expected to have an effect on the
Company's ability to meet its short-term liabilities. The Company in turn is
negotiating with its suppliers in an attempt to match its short-term assets with
its short-term liabilities while it seeks additional financing.

Fiscal Years Ended December 31, 1996 and 1995

         Net sales increased to $91,390,274 or 25.98%, from $72,545,510. The
increase in sales in 1996 from 1995 is primarily attributable to the Company's
partnering with large distributors to market its product and its development of
the UIS brand name within the Brazilian market. The increase in net sales was
not attributed to any significant price increases.

         Cost of sales increased to $78,513,550, or 28.60% from $61,052,782 in
1995. As a percentage of sales, cost of sales remained relatively constant at an
increase of 1.75% to 85.91% from 84.16% in 1996. The Company believes that the
increase in cost of goods sold is commensurate with its sales volume.

         Gross profit decreased slightly to 14.09% from 15.84% in 1995. This
decrease was not attributable to any significant decrease in the Company's
pricing strategy. In 1996 the Company's sales philosophy was to market its
product through a handful of select distributors. In 1996 and 1995 the Company
sold 28% and 33% of its output to one major distributor, respectively.

         Selling, general, and administrative expenses increased to $7,426,375
or 22.52% from $6,061,525 in 1995. The increase is attributable to the increased
volume of business. The increases included additional marketing expenditures,
increased costs for additional administrative support, and market wage increases
for its administrative personnel.

         Other expenses include interest income, interest expense, and other
miscellaneous items. Other expenses net decreased in 1996 to $1,753,634 or
31.90% from $2,574,818 in 1995. This was largely due to the Company's ability to
acquire vendor financing at rates significantly lower than the then current
borrowing rates within the Federal Republic of Brazil. Interest expense net of
income decreased to $2,013,447 or 19.80% from $2,509,661 in 1995. The Company's
borrowing rate fluctuated between 36% to 48% annually. The Company was
successful in raising approximately $30 million dollars in vendor trade lines of
credit.

Liquidity and Capital Resources

         The Company's primary cash requirements are for operating expenses, raw
material purchases, and funding of accounts receivable. Since the Company's
inception in 1995 the Company has been able 

                                       17
<PAGE>

to generate cash flow primarily through vendor financing and limited accounts
receivable financing with local Brazilian banks. For instance, by acquiring a
vendor line of credit with minimum repayment terms of Net 60 days, the Company
was able to begin generating a positive cash flow through its operations.

         In 1996 the Company reached an all time high with in vendor trade lines
of credit exceeding $35 million with average repayment terms of net 64 days,
depending on the product line. For instance monitors, keyboards, and cases were
normally purchased at terms ranging between 90 and 120 days for an interest fee
between one to two percent monthly. These rates were extremely competitive with
the then borrowing rates of Brazil.

         By the beginning of May 1997, the Federal Republic of Brazil eliminated
all short term financing in connection with the importation of technology and
automotive goods. The reasoning for this was to freeze the widening deficit
balance of trade and to ensure the long term growth and stability of the nation.
The effect of this legislation significantly reduced the Company's purchasing
power by forcing importers of raw materials to pay C.O.D. or finance the imports
utilizing bank letters of credit in excess of 365 days.

         In October of 1997 in an effort to thwart an attack on the Brazilian
currency, the Real, the Government of Brazil implemented an amnesty package
designed to raise interest rates and further restrict the growth and expansion
of the economy in an effort to protect the currency. The changes effected by the
Brazilian Government in May and October of 1997 forced several of the Company's
distributors to seek to reschedule $16,991,831 of short-term debt repayments
into long term debt. This action significantly affected the Company's ability to
meet its short-term obligations.

         As of December 31, 1997 the Company reflects current assets of
$20,659,103 and current liabilities of $28,577,093, thus a negative working
capital of $7,917,990. The Company is actively seeking a domestic financing of
approximately $15 million through a private placement and a secondary of
offering of $30 million in the six to twelve month time frame thereafter. The
proceeds of such financing efforts will be utilized to meet the Company's
working capital needs.

         The Company invested an excess of $1,000,000 in 1997 for the purchase
of state of the art manufacturing equipment. This equipment includes SMD
(surface mount design) machines, radial and axial insertion machines, and pick
and place machinery for the manufacture of computer components and peripherals.

New Accounting Standards

         Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of
- The Company adopted the provisions of SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, on
January 1, 1996. This statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
(undiscounted and without interest) expected to be generated by the assets. If
such assets are considered to be impaired, the impairment to be recognized is
measured as the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported 

                                       18
<PAGE>

at the lower of the carrying amount or fair value less costs to sell. Adoption
of this Statement did not have an impact on the Company's financial position
results of operations.

         Earnings Per Share - In February 1997, the FASB issued SFAS No. 128,
Earnings Per Share, which simplifies the computation of earnings per share, and
requires presentation of basic and diluted earnings per share. Basic earnings
per share are based on the weighted average number of shares outstanding for
each of the years presented without giving effect to common stock equivalents.

         Recent Pronouncements - The Financial Accounting Standards Board
("FASB") has issued the following statements which are to be applied
prospectively, #130 - Reporting Comprehensive Income, #131 - Disclosures About
Segments of an Enterprise and Related Information and #132 - Employers'
Disclosures About Pensions and Other Post Retirement Benefits. Once effective,
none of these pronouncements are expected to have a material impact on the
consolidated financial statements of the Company.

                                    BUSINESS

Introduction and Background

         United Information Systems, Inc. (the "Company") was organized under
the laws of the State of Delaware on February 10, 1986 under the name The
Oceania Group, Inc. and subsequently changed its name to Classic Video Theatre,
Inc. ("Classic Video") upon the acquisition of Classic Video on March 22, 1992.
Under the name Classic Video, the Company engaged in the business of
distributing video cassettes and laser disks and developing interactive media
capability. The business of Classic Video ceased in May 1995, for lack of
revenues and failure to obtain sufficient funds to continue to operate the
business.

         On February 23, 1996, the Company acquired K-Pasa, Inc. ("K-Pasa"), a
Florida corporation, for cash and stock whereby K-Pasa became a wholly-owned
subsidiary of the Company. On May 2, 1996, the Company changed its name from
Classic Video to Seaton Group, Inc ("Seaton"). Subsequent to the acquisition of
K-Pasa, the Company organized K-Pasa Trading Inc. ("K-Pasa Trading"), a British
Virgin Islands corporation. Through K-Pasa and K-Pasa Trading, the Company
conducted freight forwarding and freight consolidation services with K-Pasa
Trading transacting business with certain suppliers in the Caribbean. K-Pasa
also operated under the "d/b/a" Clarandon Freight Forwarders, as required by the
Federal Maritime Commission.

         On June 30, 1997, pursuant to the terms of a Common Stock Purchase
Agreement, the Company sold all the outstanding capital stock of K-Pasa and
K-Pasa Trading for $345,000 to Selkirk Trading Holdings, a British Virgin
Islands corporation. Following the sale of K-Pasa and K-Pasa Trading, the
Company discontinued active operations and did not conduct business activities
in any capacity until the acquisition of United Information Systems, Inc. ("UIS
Miami"), a Florida corporation, and UIS Industrial LTDA ("UIS Brazil"), a
corporation organized under the laws of Brazil, in November 1997 (UIS Miami and
UIS Brazil collectively referred to as the "UIS Companies").

         On November 17, 1997, the Company acquired the UIS Companies in a
stock-for-stock transaction under the terms of a Reorganization Agreement (the
"Reorganization Agreement"). 


                                       19
<PAGE>

Through the terms of the Reorganization Agreement, the shareholders of the UIS
Companies transferred all outstanding stock of the UIS Companies to the Company
and in return received approximately 67.50% of the outstanding common stock in
the Company. As a result of the transaction, the UIS Companies became
wholly-owned subsidiaries of the Company. The Company changed its corporate name
from Seaton Group, Inc. to United Information Systems, Inc. effective December
3, 1997.

         The Company, through its wholly-owned and 99.5 % subsidiaries, UIS
Miami and UIS Brazil, respectively, is a United States-headquartered
manufacturer and distributor of microcomputers and related peripherals within
the Federal Republic of Brazil. The Company's products, which include personal
computers, multimedia systems, monitors, keyboards and other input/output
devices, are marketed under the Company's proprietary "UIS" brand name and other
brand names for distribution through a variety of channels in the Brazilian
marketplace. In addition, the Company maintains an engineering support center
dedicated to assisting the Company's customers in maintaining effective
networking and system integration solutions.

         The Company has experienced substantial growth since its inception in
1995, with consolidated revenues and net income increasing from $72,545,510 and
$2,844,385, respectively, for the year ended December 31, 1995, $91,390,274 and
$3,696,715, respectively, for the year ended December 31, 1996, to $105,245,366
and $5,845,229, respectively, for the year ended December 31, 1997.

         Products. The Company utilizes a highly sophisticated and integrated
ISO-9002 Certified manufacturing facility, its extensive experience in the
manufacture of computer motherboards, video graphics cards, memory modules, and
monitor print circuitry boards, research and development, and an understanding
of manufacturing technology development in order to develop a complete line of
multimedia computer systems under the Company's "UIS Magic," "UIS Efficient,"
and "UIS Netsys" lines of personal computers all with Intel based processors
including Intel Pentium (with MMX Technology and Intel Pentium II) systems. The
Company has applied for Registration of the "UIS Magic", "UIS Efficient", and
"UIS Netsys" brand names and is awaiting certification from the Brazilian Patent
and Trademark Office (ASSEMP.)

         The computer products distribution industry is significant and growing
in Brazil, reflecting increasing demand throughout the country for computer
products and peripherals. The Company believes that the consumers of Brazil are
nationalistic in their attitudes and exhibit a strong preference for Brazilian
made products. The UIS brand name is known throughout the country as a Brazilian
manufacturer of computer products and peripherals, and, the Company believes,
has established a national identity and demand for its UIS Magic, UIS Efficient,
and UIS Netsys lines of personal computers.

         The Company also develops, manufactures, and markets an array of
multimedia computer products. The Company offers sound cards, speakers,
multimedia titles, microphones, and multimedia kits complete with user-friendly
manuals written in Portuguese. The demand for multimedia personal computers is
increasing. The Company believes that there is an evolution of the personal
computer as it penetrates the home environment from task-oriented processes such
as word processing and spreadsheets to a more user-friendly multipurpose device
for diversified applications and high speed Internet access. The Company is
actively addressing this evolution through its diversified product line.

                                       20
<PAGE>

         In 1997, during the Fenasoft computer tradeshow in Sao Paulo, Brazil,
the Company introduced the first UIS Magic equipped with an Intel Pentium II
processor and Digital Video Disc (DVD). The Company believes it was the first
manufacturer throughout all of Brazil to introduce DVD technology in a
microcomputer.

         Manufacturing. The Company's manufacturing facilities are located in
Manaus, Brazil. The Company utilizes the Duty Free Trade Zone of Manaus, Brazil
as its strategic location for manufacturing and warehousing. Manaus was designed
for the free commerce of imports and exports in 1967 by the Federal Republic of
Brazil with the goal of establishing a center for industrialization, commerce,
and agriculture. Today, the Free Zone in Manaus acts as a main port of entry for
all types of raw materials used in various manufacturing processes. Many
well-known multinational corporations have established facilities in Manaus in
order to take advantage of incentives provided by the Government of the State of
The Amazonas, as well as the Federal Government. The Company benefits from
greatly reduced import duties and taxes as well as a 10-year income tax
abatement awarded by the Federal Government, of which there are six years
remaining.

         Manaus is considered the gateway to the North Region because of its
proximity to the United States. From Miami, a non-stop flight will take
approximately four and one half hours before arriving at the International
Airport in Manaus. Manaus facilitates trading and increased feasibility for
travel throughout Brazil as well as South America at large.

         The Company owns a state-of-the-art 140,000 square foot manufacturing
facility in Manaus, including five (5) buildings utilized for manufacturing and
assembling, warehousing, administration, and the production of packaging
materials. The facility is located in the Industrial District of Manaus,
adjacent to other multinational corporations.

         The Company also manufactures for other equipment manufacturers (OEM).
With its extensive experience in the manufacturing of circuitry boards, the
Company also manufactures boards outside the scope of the computer industry in
order to utilize reserve manufacturing and purchasing capacity. Circuitry boards
for televisions, cellular phones, stereo receivers, calculators, and cable
television boxes are but a number of electronic products in which the Company
prides itself through contract manufacturing in Manaus, Brazil. For the years
ended December 31, 1997, 1996 and 1995, such reserve capacity accounted for
approximately 13.9%, 15.5% and 19% of the Company's operating revenues.

         Operations. The Miami facility acts as an intermediary hub for product
purchased within the United States. The Miami facility receives components for
memory modules, video graphics cards, motherboards, CR-ROMs, floppy and disk
drives, and CPUs. Once merchandise is received, it undergoes exhaustive testing
procedures prior to shipment to Brazil. Subsequent to the product being tested,
it is repackaged and shipped via airplane or steamship line, depending on the
size and weight of the cargo. The Company believes that the operations conducted
at the Miami facility are crucial in preventing defective product from being
shipped overseas.

         The Company also arranges for drop shipments directly to the
manufacturing facility from the Far East. The products drop shipped typically
are computer cases, monitors, keyboards, and mice. By drop shipping these types
of products directly, the Company saves on freight costs and delivery times.

                                       21
<PAGE>

         The Company has historically maintained a one month's supply of its UIS
Magic, UIS Efficient, and UIS Netsys computers available for immediate delivery.
The Company also maintains adequate raw materials inventory in order to fulfill
demand for built to order systems. Inventory on peripherals, such as keyboards,
mice, 14" and 15" monitors, and multimedia kits are held for a two months
supply.

         The Company possesses extensive knowledge of customary business
practices in Brazil. It also has at its disposal an expansive labor source
throughout Manaus. Employees for all sectors of the Company are required to
undergo a rigorous training program designed by the Company and certified by ISO
9002 prior to commencing any type of services for the Company.

         The Company maintains an engineering support center dedicated to
assisting the Company's customers in maintaining effective networking and system
integration solutions. In 1997, the Company completed a capital investment of in
excess of $600,000 to upgrade its computer, networking, and telecommunications
systems. The Company now has over 150 employees connected via internet and
intranet. The Company is currently employing approximately 10 staff members to
automate the production and the integration of production to a global accounting
system.

         The Company is currently ISO 9002 certified and is actively pursuing
ISO 9001 certification. ISO 9002 is a system of quality control which has been
adopted by the computer industry and monitored and maintained by an independent
organization. In order to maintain ISO 9002 certification, the Company must
undergo rigorous on-site testing of its operating policies and procedures on a
semi-annual basis. ISO 9001 refers to the process by which proprietary products
are certified as meeting established quality standards. The Company is seeking
to be achieve ISO 14001 certification by the year 2000. ISO 14001 is an
international standard encompassing quality control in connection with the
Company's treatment of the environment.

                             BUSINESS CONCENTRATION

         Historically, the Company has sold a substantial portion of its
products to a limited number of customers. Concentration of sales to the five
largest customers is detailed as follows:

         The Company has historically marketed its products primarily through
seventeen distributors. The Company has recently refocused its sales strategy
toward the reseller market and during the 1997 calendar year, its customer
portfolio exceeded 200 customers. Although the composition of the group
comprising the Company's largest customers may vary from period to period, the
reduction in orders by any such customer, including reductions due to market,
economic or competitive conditions, is less likely to have a material adverse
effect on the Company's business, financial condition and results of operations
than in prior years. The Company's ability to increase its sales in the future
will depend in part upon its ability to obtain orders from its customers as well
as the financial condition and success of its customers and the general economy,
of which there can be no assurance.

         Growth Strategy. As a result of the increased stability of the
Brazilian economy and a population growth reaching 160 million consumers, the
demand for computer equipment and related products in Brazil has increased
significantly over the last five years. Based upon news, trade reports,
specifically, a study based on 1997 data compiled by the International Data
Corporation, a market research firm, and released to the public in April, 1998,
and the Company's general experience, the Company believes that the market for
computer equipment and related products is expected to grow at 


                                       22
<PAGE>

the rate of approximately 15% annually over the next three years. The Company
believes it is particularly well-positioned to capitalize upon such anticipated
growth pursuant to its business strategy to utilize (i) the Company's: highly
sophisticated and integrated ISO-9002 Certified manufacturing facility; its
extensive experience in the manufacture of computer motherboards, video graphics
cards, memory modules, and monitor print circuitry boards; research and
development; and its understanding of manufacturing technology development, and
ability to manufacture other types of electronic circuitry boards; (ii) the
Company's: strategic location within the Brazilian Duty Free Trade Zone of
Manaus, Brazil; proximity to the United States with accommodating access to the
rest of South America; state of the art warehousing and sales facilities;
knowledge of local business customs and practices; and expansive labor
resources, and (iii) the Company's: aggressive marketing program; knowledge of
Brazilian macro economic issues; and valued relationships within existing
distribution and supplier channels.

         In connection with the Company's operating strategy and business plan,
the Company will seek to achieve the following:

         Obtain Preferred Pricing from Suppliers. The Company intends to seek
preferred pricing from its suppliers. The Company believes that an increase in
working capital will provide leverage for an assertive procurement strategy
providing it with additional margins. See "Liquidity and Capital Resources."

         Obtain Vendor Discounts. The Company has historically focused on
financing its purchases of raw materials on extended terms and at an additional
cost. This has had an impact on the operating results of the Company. The
Company believes that vendor discounts ranging between 3% to 4% may be obtained
with increased working capital. See "Liquidity and Capital Resources."

         Expand Marketing Activities. The Company has traditionally focused its
marketing of "UIS" brand microcomputers towards the distributor market. During
the summer of 1997, the Company incurred an expense of in excess of $500,000US
to participate in the Comdex and Fenasoft computer market tradeshows in Sao
Paulo, Brazil in order to address and access the reseller market. The Company
believes achieving direct access to the end user by means of the reseller
channel will enable it to expand market share.

         Finance Accessible Growth of the Company. The Company has historically
focused exclusively in the Brazilian technology market. With the birth of
Mercosur, the Latin America equivalent of NAFTA, the Company will be able to
market its "UIS" brand personal computer in distribution markets within
Argentina, Paraguay, and Uruguay.

         Marketing and Distribution. Historically, the Company has sold its
products to distributors and resellers in Brazil. For the year ended December
31, 1997, 1996 and 1995, approximately $17,891,000, or 17%, $25,589,000, or 28%
and $23,940,000, or 33%, respectively, of such products, were sold to the
Flytech group of companies in Brazil, including Flytech Informatica Tenologia
Limitada of Bairro Linao, Flytech Sol Informatica Tenologia Limitada of Porto
Alegie and Flytech Informatica Tenologia Limitida of Boa Viagem. The balance of
sales were made to distributors and resellers throughout Brazil.

         Recently, the Company adopted a new sales and diversification strategy
to position itself closer 

                                       23
<PAGE>

to the reseller market, and thus the end user, providing to the Company higher
profit margins on shorter terms of sale of ranging between 28 to 35 days. This
was accomplished by investing in excess of $500,000US in market development
funds to actively participate as an exhibitor of the two major national computer
tradeshows, Fenasoft and Comdex-SP (Sao Paulo).

         At Fenasoft, the Company launched its new multimedia personal computer
line, UIS Magic. This line is strategically targeted towards the SOHO (Small
Office Home Office) segment of the Brazilian computer market. This segment has
experienced significant growth throughout the past two years approaching, by
current industry estimates, 30% of the total market. Fenasoft is a well-known
computer trade show directed at the end user and reseller market. At the show,
consumers have the opportunity to purchase the latest technological advancements
at promotional prices. The Company was named the largest seller of personal
computers at Fenasost with sales in excess of 2,000 units within six days. Also
at Fenasoft, the Company was the pioneer in introducing the sub-$1,000 personal
computer to end-users. This market is one that is now being addressed by all the
large multinationals currently in the United States.

         Comdex-SP is the national computer tradeshow geared towards the
reseller market. At the show, the Company entertained in excess of 440 national
resellers interested in partnering with UIS. Out of these prospects,
approximately 60% are now engaged as UIS Authorized Resellers. This effort
provides for the Company a wider access to and coverage of the Brazilian market.

         The Company invested approximately $700,000US in an aggressive
marketing campaign to increase the awareness of the UIS brand name among all
consumers. The Company has established a relationship with a professional
advertising agency with offices in Sao Paulo to create all advertisements, point
of sale promotional materials, and an extensive media campaign in various
computer-related and general information magazines, including "Computer Reseller
News "Brasil," "PC Magazine Brasil," and "PC World Brasil." As part of these
marketing efforts, the Company also initiated a cooperative advertising program
in conjunction with its major resellers in the highest circulating Brazilian
newspapers, including "Folha de Sao Paulo," "Estado de Sao Paulo," and "Liberal"
in Belem.

         The Company has also established a relationship with Merrit
Communications, Ltda, a public relations firm in Sao Paolo, Brazil, in order to
solidify communications with magazine editors and computer industry analysts and
critics. The public relations firm conducts daily searches for articles and
editorials in order to monitor the market's perception of the Company and trends
within the industry. As a result of, among other things, the foregoing marketing
and distribution efforts that the Company's UIS brand has become recognized as
one of the largest manufacturer of microcomputers in Brazil.

Sales

         Financial information relating to foreign and domestic operations and
export sales (all foreign sales are export sales).

         Foreign sales accounted for approximately 100% of total net sales in
1995, 1996, and 1997. The Company anticipates that foreign sales will increase
as a percentage of total sales resulting from the Company's expansion plans in
Brazil. As a result, a significant portion of the Company's sales will 


                                       24
<PAGE>

be subject to certain risks, including unexpected changes in regulatory
requirements, exchange rates, tariffs and other barriers, political and economic
conditions, difficulties in receivable collections, natural disasters,
difficulties in staffing and managing foreign subsidiary and branch operations,
and potentially adverse tax consequences. The Company is also subject to the
risks associated with the imposition of legislation and regulations relating to
the import or export of products. The Company cannot predict whether quotas,
duties, taxes or other charges or restrictions will be implemented by the United
States, Brazil or any other country upon the importation or exportation of the
Company's products in the future. There can be no assurance that any of these
factors or adoption of restrictive policies will not have a material adverse
effect on the Company's business.

Purchasing

         The Company purchases goods from approximately 75 vendors and
suppliers. Four vendors, Daewoo International, NECX, Seagate Technology, Inc.
and Intel Corporation, accounted for 31% of the Company's total materials
purchased during the year ended December 31, 1997. There can be no assurances
that these relationships will continue. The loss of the purchasing power the
Company has established with such vendors could have a material adverse effect
on the Company. The Company purchases computer components and other related
products from these vendors and suppliers that could be supplied by other
sources. The Company however does not consider itself dependent on any single
source for materials to manufacture its products.

Management Information Systems

         The Company has and will continue to invest significant resources to
install integrated software systems that provides daily information on sales,
gross margins and inventory levels by warehouse and by stockkeeping unit. These
systems will allow the Company to compare current performance against historical
performance and the current year's budget. The systems have been designed to
integrate all major aspects of the Company business, including sales, electronic
data interchange, warehousing, manufacturing, distribution, purchasing,
inventory control, merchandise planning and replenishment, as well as various
financial systems. The Company is working with outside consultants in the
design, installation and ongoing refinement of this system. The current systems
used by the Company are primarily financial in nature, such as invoicing,
accounting, general ledger and shipping. Manufacturing and inventory management
systems are not presently integrated. The new system is being installed by
module and is expected to be completed by June 30, 1998.

         The Company believes that the systems it has developed and are
presently developing, have the ability to continue to improve customer service,
operational efficiency, and management's ability to monitor critical performance
factors. The systems have been designed to support the growth and expansion of
the Company for the foreseeable future and the Company does not anticipate short
term obsolescence in connection therewith.

         Competition. The manufacturing and distribution of computer equipment
and related products is highly competitive and requires substantial capital. The
Company competes with, and will compete with, numerous international, national,
and regional companies. The Company's competitors include internationally
recognized companies such as IBM, Acer, and Compaq. According to International
Data Corporation, as of year end 1997, the Company was ranked 5th in Brazil
behind Compaq (1st), IBM (2nd), Itautec (3rd) and Tropcom (4th).

                                       25
<PAGE>

         Economy. The Company conducts extensive economic market analyses to
enable it to properly position itself within the Brazilian economy. Since 1994,
the Brazilian economy has experienced one of the most sustained periods of
economic growth in the past thirty years. With the inception of the Real Plan,
the Brazilian economy has maintained annual inflation below 15% with a minimal
devaluation of its currency. The objectives of the Real Plan include reducing
inflation, maintaining long-term sustainable growth in output, investment,
employment and productivity and resolving social and economic imbalances. As a
result of the Real Plan, inflation has been bought under control, prices have
stabilized, social development has been fostered and income has been more
equitably distributed. Management believes that the continued implementation and
development of the Real Plan will foster a stable and growing economy and
enhance the Company's business prospects in Brazil.

         Employees. The Company employs approximately 25 and 260 employees,
respectively, in its Miami, Florida headquarters facility and its Manaus, Brazil
manufacturing facility. All of the Company's entry-level employees, in the
United States and Brazil, are compensated at a level in excess of the respective
minimum wages. None of the Company's employees are members of a collective
bargaining unit. Technical personnel have had training in a technical school or
at a university level. These workers are generally recruited either from other
companies or technical schools and while they must be taught specific work-
related details, they are usually well-trained in advance of the commencement of
their employment. Engineers employed at the Manaus, Brazil manufacturing
facility are university trained and are paid generally between 8-12 times the
Brazilian minimum wage. All employees at the Manaus, Brazil manufacturing
facility are provided lunch and dinner depending on their work shift. As
required under Brazilian law, all employees at the manufacturing facility are
also provided transportation to and from their homes and medical assistance,
which includes regular doctor visits, prescription medicine and emergency
medical care, but not treatment for catastrophic illnesses.

         Facilities. The Company is headquartered in Miami, Florida with
manufacturing facilities in Manaus, Brazil. The Miami facilities currently
consist of one (1) condominium unit approximating 6,000 square feet of warehouse
and office space, which it owns in the Westwood Business Center Complex, and
approximately 10,650 square feet of warehouse and executive office space which
it rents nearby. The Miami facilities are strategically located within four (4)
miles of the Miami International Airport and within ten (10) miles of the Port
of Miami. Besides serving as the Company's headquarters, the Miami facilities
houses certain administrative functions, conducts all procurement of raw
materials, performs product testing and homologation, consolidates shipment to
the Manaus, Brazil facility, and manages vendor and supplier relations. The
Company also owns a 140,000 square feet facility in Manaus, Brazil at which it
conducts its manufacturing and distribution operations.

Legal Proceedings

         In October 1997, Techmedia Computer Systems Corp. ("Techmedia") filed
suit against UIS Miami and Carlos Maia, President of UIS Miami, in the 11th
Judicial Circuit Court in and for Dade County Florida, seeking damages of
$1,346,680 plus interest alleging that UIS Miami failed to make payment on
certain shipments of computer monitors by Techmedia to UIS Miami. The parties
have entered into a settlement agreement wherein UIS Miami and Carlos Maia will
pay to Techmedia the total sum of $1,346,680 (the "Settlement Amount") with
$500,000 of such Settlement Amount having been paid on the date of the
settlement agreement. The unpaid portion of the Settlement Amount 


                                       26
<PAGE>

($846,680) is to be paid in 33 equal weekly installments of $25,000 (the
"Installment Payments"). The Installment Payments are secured by 100,000 of
common stock (the "Settlement Shares") in the Company which was personally
pledged to Techmedia by Carlos Maia. Techmedia is entitled to registration
rights with respect to the Settlement Shares. To date, all Installment Payments
have been timely made.


                                   MANAGEMENT

Directors and Executive Officers

         The directors and executive officers of the Company are as follows:

           Name               Age        Position
           ----               ---        --------

Carlos Maia                   32         Chairman of the Board of Directors
                                         and Chief  Executive Officer

Saul Maia                     28         President, Chief Operating
                                         Officer and Director

William Cuervo                31         Chief Financial Officer, Treasurer,
                                         Secretary and Director
-------------

         Carlos Maia has served as the Chairman of the Board of Directors and
Chief Executive Officer of the Company since January, 1995. Prior thereto, from
June 1994 to December 1994, Mr. Maia was the Chairman and co-founder of
Blue-Tech, Inc., a Florida based assembler and exporter of computers and
computer related products into Latin America. Blue-Tech, Inc. filed for
bankruptcy protection pursuant to Chapter 11 in August, 1994 as a result of an
underinsured loss as a result of a fire at an affiliated company. In March,
1995, the creditors committee approved a reorganization plan submitted by
Blue-Tech and in July, 1995, the bankruptcy court approved the plan. From
January, 1991 to June, 1994, Mr. Maia was the Chairman and co-founder of US
Computer of North America, a Florida based distributor or personal computer
hardware components and peripherals to the Latin American market.

         Saul Maia has served as President and Director of the Company since
July, 1995. Prior thereto, from March, 1995 to June, 1995, Mr. Maia was the
President and founder of SOJ, Inc., a distributor of integrated circuitry boards
for microcomputers. From July, 1994 to June, 1995, Mr. Maia was a vice president
of sales for US Computer Produtos Para Informatica, S.P., a distributor of
personal computers to the Brazilian market. From January, 1991 to June, 1994,
Mr. Maia was responsible for the overall management of operations for Blue-Tech,
Inc. (see discussion of the bankruptcy of Blue-Tech, Inc. under the description
of Carlos Maia).

         William Cuervo has served as Chief Financial Officer, Treasurer, and
Secretary of the Company since January, 1995. Prior thereto, from February, 1992
to December, 1994, Mr. Cuervo was the controller and accounting department
manager of Blue-Tech, Inc. (see discussion of the bankruptcy of 

                                       27

<PAGE>

Blue-Tech, Inc. under the description of Carlos Maia).

         Directors are elected at the Company's annual meeting of shareholders
and serve a term of one year or until their successors are elected and
qualified. Officers are appointed by the Board of Directors and serve at the
discretion of the Board of Directors, subject to the By-laws of the Company. The
Company intends to add directors who are unaffiliated with the Company in the
near future.

Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of Delaware, under which
jurisdiction the Company is incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         The By-Laws of the Company require the Company to indemnify its
Directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware.

Employment Agreements

         In November, 1997, the Company entered into an employment agreement
(the "Employment Agreement") with Carlos Maia, the Company's Chief Executive
Officer ("CEO"), for a term of three (3) years (the "Term") at a salary of
$300,000 per year, excluding bonuses and benefits. Upon expiration of the Term,
Mr. Maia may renewed the Employment Agreement for an additional three (3) years.
Under the terms of the Employment Agreement, Mr. Maia is obligated to be
employed solely by the Company and to perform all duties consistent with those
of a CEO. The Employment Agreement also contains a Covenant Not to Compete which
prohibits Mr. Maia, for a period of 24 months after termination of the
Employment Agreement, from (i) engaging in the business activities, as defined
by the Employment Agreement, of the Company within certain restricted areas;
(ii) soliciting business relationships with any of the Company's clients or
employees; or (iii) interfere with any prospective relationship or contract of
the Company. The Employment Agreement also prohibits

                                       28
<PAGE>
Mr. Maia from disclosing certain confidential information of the Company.

Executive Compensation

         Summary Compensation Table

                       United Information Systems , Inc.
                           Summary Compensation Table
                 For The Three Years Ended December 31st, 1997
<TABLE>
<CAPTION>
                                               Annual Compensation
                                           -----------------------------

                                            Salary &      Other Annual
      Name            Title         Year     Bonus        Compensation
      ----            -----         ----   ---------      ------------
<S>                                 <C>       <C>           <C> 
  Carlos Maia     Chairman & CEO    1997      194,519       0.00
                                                       
                                    1996      100,520       0.00
                                                       
                                    1995      212,794       0.00
                                             


   Saul Maia        President       1997      281,123       0.00
                                                       
                                    1996       96,947       0.00
                                                       
                                    1995       81,000       0.00
                                             


 William Cuervo  Chief Financial    1997      129,383       0.00
                     Officer                           
                                    1996       87,445       0.00
                                                       
                                    1995       39,876       0.00
                                             


   Jorge Maia    President - UIS    1997      147,770       0.00
                      Brazil                          
                                    1996      124,495       0.00
                                                      
                                    1995      107,352       0.00
                                                        
                                              

  Odilon Velho        V/P of        1997      113,316       0.00
                   Purchasing -                       
                    UIS Brazil      1996       92,727       0.00
                                                      
                                    1995       40,944       0.00
                                              
</TABLE>
<TABLE>
<CAPTION>
                                                    Long-Term Compensation
                                           ------------------------------------------

                                                      Awards              Payouts
                                           -----------------------------  -------

                                           Restricted    Securities
                                             Stock       Underlying         LTIP         All Other
      Name            Title         Year   Awards ($)  Options / SARs(#)   Payouts ($)  Compensation ($)
      ----            -----         ----   ----------  -----------------  -----------  ----------------
                                                           
<S>                                 <C>        <C>            <C>            <C>           <C>
  Carlos Maia     Chairman & CEO    1997       0              0              0             0
                                    1996       0              0              0             0
                                    1995       0              0              0             0


   Saul Maia        President       1997       0              0              0             0
                                    1996       0              0              0             0
                                    1995       0              0              0             0


 William Cuervo  Chief Financial    1997       0              0              0             0
                     Officer        1996       0              0              0             0
                                    1995       0              0              0             0


   Jorge Maia    President - UIS    1997       0              0              0             0
                      Brazil        1996       0              0              0             0
                                    1995       0              0              0             0


  Odilon Velho        V/P of        1997       0              0              0             0
                   Purchasing -     1996       0              0              0             0      
                    UIS Brazil      1995       0              0              0             0        
                                                                                                  
</TABLE>
                                  

                                       29

<PAGE>

                              CERTAIN TRANSACTIONS

Consulting Agreement with 2M Capital Corp.

         On November 17, 1997, the Company entered into a two year consulting
agreement (the "Consulting Agreement") with 2M Capital Corp. ("2M Capital").
Pursuant to the Consulting Agreement, 2M Capital is obligated to assist the
Company in (i) implementing and monitoring an investor relations program with
investors, investment advisors, market makers and stockbrokers including, but
not limited to, meeting with the foregoing and arranging for principal officers
of the Company to meet with the foregoing; and (ii) implementing and monitoring
a strategic planning process for the Company. As compensation for the
performance of 2M Capital obligations under the Consulting Agreement, the
Company will pay 2M Capital $20,833 per month for the first four (4) months of
the term of the Consulting Agreement and $500 for the remaining twenty (20)
months and options to purchase and aggregate of 500,000 shares of the Company's
Common Stock at a purchase price of $2.22 per share. The options are
transferable and exercisable for a period of two (2) years, provided, however,
such options may not be exercised prior to the first day of the month following
the effective date of this Registration Statement, nor may options for more than
41,666 shares of Common Stock, in the aggregate, be exercised in any one month.
In addition, the holders of the options are entitled to certain registration
rights, including piggyback registration rights.

         In addition, the Consulting Agreement provides that the Company may
not, for a period of twenty-four (24) months from the date of the Reorganization
Agreement, offer, sell, contract to sell, or otherwise dispose of, any
securities of the Company without the prior written consent of 2M Capital,
except for the issuance of shares of Common Stock to be issued in a public
offering, at a price not less than ninety (90%) percent of the average of the
closing bid prices of the Common Stock as reported on Nasdaq Bulletin Board for
the ten (10) consecutive trading day period immediately preceding the date of
sale. In addition to the foregoing, 2M Capital, by and through a committee
comprised of Vincent Montelione, Monte Frenkel and Milton Barbarosh ("Oversight
Committee"), shall have the right and obligation to consider and authorize, in
its discretion, the release of restrictions imposed upon any shares of Common
Stock of the Company (as hereinafter described). Mr. Montelione is a six (6%)
percent shareholder of the Company and a principal shareholder, officer and
director of 2M Capital.

Acquisition of the UIS Companies

         On November 17, 1997, the Company entered into a Reorganization
Agreement with the UIS Companies, and the shareholders thereof, whereby the
Company acquired 100% of the outstanding stock of UIS and 99.5% of the
outstanding stock of UIS Brazil in exchange for the issuance of an aggregate of
5,601,334 shares or 67.50% of the Common Stock of the Company (the
"Reorganization Stock") pursuant to the terms of the Reorganization Agreement.
In connection with the Reorganization Agreement, the parties thereto agreed that
the Company would have at closing approximately $1,900,000 available cash to be
used for working capital.

         The Reorganization Agreement restricts the transfer of 5,353,334 shares
of the Reorganization Stock without the prior written consent of the Oversight
Committee for a period of twenty four (24) months. The remaining portion of the
Reorganization Stock, or 248,000 shares, are subject to a nine (9) month
restriction on transfer which restriction may not be released without the prior
written consent 

                                       30
<PAGE>

of the Oversight Committee. See "Certain Transactions - Consulting Agreement
with 2M Capital Corp." The Reorganization Agreement also provides that the
Company will include for registration twenty (20%) percent of the Reorganization
Stock, or 1,120,266 shares of Common Stock, in a registration statement filed
pursuant to the Securities Act of 1933, as amended. In addition, an additional
178,400 shares of Reorganization Stock received by certain members of management
were granted registration rights by the Company. Accordingly, an aggregate
amount of 1,298,666 shares of the Reorganization Stock is included in the
registration of which this Prospectus forms a part and is being offered for sale
hereby.

         In connection with the reorganization, the Company entered into a
three-year employment agreement with Carlos Maia. See "Management - Employment
Agreements."

Debenture Offering

         During October 1997, the Company completed a private offering in which
it issued two (2) 5% Convertible Debentures ("Debentures") for an aggregate of
$330,000 to two (2) investors. One of such Debentures, in the amount of
$230,000, entitled the holder thereof to convert the Debenture into 423,769
shares of Common Stock of the Company at a conversion price of $.5427 per share.
The second Debenture, in the amount of $100,000, entitled the holder thereof to
convert the Debenture into 323,545 shares of Common Stock of the Company at a
conversion price of $.3090 per share. Both Debentures entitle the holders
thereof to registration rights with respect to the Common Stock of the Company
issuable upon conversion of the debentures (the "Conversion Shares"). On January
15, 1998, the Debentures were converted into an aggregate of 747,314 shares of
Common Stock which are being registered hereunder. See "Selling Security
Holders". The Conversion Shares are subject to a restriction on transfer for a
period of twenty four (24) months imposed by the Company unless released earlier
at the sole discretion of the Oversight Committee. See "Certain Transactions -
Consulting Agreement with 2M Capital Corp." The Conversion Shares are also
subject to any restriction on transfer which may be imposed by an underwriter,
the National Association of Securities Dealers or any National Securities
Exchange. The proceeds from the sale of the Debentures were used in part to
finance the transaction set forth in the Reorganization Agreement.

Private Placement

         In November 1997, the Company completed a private offering of 862,000
shares (the "Private Offering Shares") of its Common Stock at $2.22 per share
(the "Private Offering") for an aggregate amount of $1,913,640 in gross proceeds
to the Company. The 862,000 shares are subject to restrictions on transfer
wherein neither the subscriber nor the subscriber's representatives,
administrators, successors or assigns will offer, sell, transfer, assign,
pledge, encumber or otherwise attempt to directly or indirectly dispose of (a)
41% per investor on a pro-rata basis (or an aggregate of 389,500 shares) of the
Shares for a period of nine (9) months from the date hereof; and (b) 59% per
investor on a pro-rata basis (or an aggregate of 560,500 shares) for a period of
twenty-four (24) months from December 17, 1997, unless released earlier at the
discretion of the Oversight Committee. See "Certain Transactions - Consulting
Agreement with 2M Capital Corp." The Private Offering Shares are also subject to
any restriction on transfer which may be imposed by an underwriter, the National
Association of Securities Dealers or any National Securities Exchange. Pursuant
to the terms of the Private Offering, all of the Private Offering Shares are
being registered in the registration statement of which this Prospectus forms a
part. The Private Offering Shares also have certain "piggyback" 

                                       31
<PAGE>

registration rights. The proceeds from the sale of the Private Offering Shares
were used in part to finance the transaction set forth in the Reorganization
Agreement.

Agreement with Hirel Holdings, Inc. ("HHI") and Hirel Marketing, Inc. ("HMI")

         On November 17, 1997, the Company entered into an agreement with HHI
and HMI, a wholly-owned subsidiary of HHI, pursuant to which the Company issued
HHI Two Hundred Thousand (200,000) shares of Common Stock in exchange for HMI
and HHI releasing the Company and the UIS Companies from and against any and all
rights or claims HMI and HHI may have had with respect to the Company's
acquisition of the UIS Companies. Prior to November 1997, HHI and HMI engaged in
substantial negotiations with the UIS Companies in connection with HMI with the
objective of acquiring the UIS Companies. Under the terms of the Agreement with
HHI and HMI, the 200,000 shares of common stock received by HHI are being
registered in the Registration Statement of which this Prospectus forms a part.
Mr. Montelione, a six (6%) percent shareholder of the Company and member of the
Oversight Committee, is also a consultant and director of HHI.

Agreement with HHI and Vincent Montelione

         On November 17, 1997, the Company entered into an agreement with HHI
and Vincent Montelione for the purpose of inducing HHI to amend its Employment
Agreement with Mr. Montelione to enable Mr. Montelione to enter into a
Consulting Agreement with the Company. Pursuant to the Agreement, HHI
represented that it did not have, and shall not have, any cause or causes of
action against the Company by virtue of any covenants against competition that
may have previously been executed by Mr. Montelione with HHI in such prior
Employment Agreement or pursuant to a current consulting agreement between Mr.
Montelione and HHI, and that Mr. Montelione does not possess any "confidential
information," as such term is defined under the prior Employment Agreement, that
does or could relate to the UIS Companies. In consideration of the foregoing,
HHI received Two Hundred Thousand (200,000) shares of the Company's Common
Stock, One Hundred Thousand (100,000) of such shares are subject to certain
restrictions upon transferability, imposed by the Company, for a twenty-four
(24) month period from November 17, 1997. Under the terms of the Agreement with
HHI, the Two Hundred Thousand (200,000) shares received by HHI are being
registered in the Registration Statement of which this Prospectus forms a part.
Mr. Montelione will remain a Director, and principal shareholder of HHI. Mr.
Montelione is also a six (6%) percent shareholder of the Company and a member of
the Oversight Committee.

         The Company believes that the transactions referred to above were
advantageous to the Company and on terms no less favorable to the Company than
terms which could have been obtained from unrelated third parties.

Voting Trust

         Carlos Maia, the Company's Chairman of the Board and Chief Executive
Officer, and Jorge Miguel Maia, a 35.4% shareholder of the Company and brother
of Carlos Maia, have entered into a voting trust agreement pursuant to which
Carlos Maia has the right to vote all of the shares of the Company's Common
Stock owned by Jorge Miguel Maia (2,906,334 shares). Jorge Miguel Maia received
the 2,906,334 shares pursuant to the Reorganization Agreement.

                                       32
<PAGE>

Other

         To facilitate the acquisition of certain merchandise, in 1997, Carlos
Maia, Chief Executive Officer and Chairman of the Board of the Company,
guaranteed payment to a vendor on behalf of the Company for merchandise
purchased in the sum of $1,343,873. The guarantee was foreclosed during 1997,
and Mr. Maia entered into a settlement agreement pursuant to which he is making
payments to the vendor on the sum of $1,343,873. Upon the sale of the
merchandise, in March 1998, the Company transferred the receivable from the sale
of the merchandise to Mr. Maia in satisfaction of his guarantee.

         During the years ended December 31, 1997, 1996 and 1995, the Company
made sales of approximately $24,255,000, $25,394,000 and $16,265,000,
respectively, to entities whose principals are brothers of Carlos Maia, the
Company's Chief Executive Office and Chairman of the Board of Directors.
Included in the accounts receivable for the Company at December 31, 1997, 1996
and 1995, are amounts due from these entities amounting to approximately
$2,592,000, $2,803,000 and $1,884,000.


                             PRINCIPAL SHAREHOLDERS

         The following table sets forth certain information regarding the
beneficial ownership of the 8,405,533 shares of Common Stock outstanding as May
12, 1998 by (i) each person who is known by the Company to own beneficially more
than 5% of the Common Stock, (ii) each director and officer of the Company, and
(iii) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>

         Name and Address                                              Percentage Beneficially
         of Beneficial Owner(1)(3)          Number of Shares           Owned(2)
         ------------------------           ----------------           -----------------------

<S>                  <C>                             <C>                   <C>  
         Carlos Maia (4)(5)                          4,498,334             53.5%

         Jorge Miguel Maia (5)(6)                    2,906,334             34.6%

         William Cuervo(9)                              59,900              0.7%

         Saul Maia (5)(7)                              817,000              9.7%

         2M Capital Corp.(10)                          500,000              5.9%

         Vincent and Christine                         423,769              5.0%
         Montelione(8)

         All directors and executive
         officers as a group (3 persons)             5,375,234             63.9%
</TABLE>

--------------------------

(1)    Unless otherwise indicated, the address of each of the listed beneficial
       owners identified is 10400 NW 33rd Ave., Miami, FL 33172. All shares
       are beneficially owned, and sole voting and 

                                       33

<PAGE>

       dispositive power is held, by the persons named, except as otherwise
       noted.

(2)    Percentage of ownership is based on 8,405,533 shares of Common Stock
       outstanding.

(3)    A person is deemed to be the beneficial owner of securities that can be
       acquired by such person within 60 days from the date hereof upon the
       exercise of warrants, options or other convertible securities. Each
       beneficial owner's percentage ownership is determined by assuming that
       warrants, options or other convertible securities that are held by such
       person (but not those held by any other person) and that are exercisable
       within 60 days from the date hereof.

(4)    Carlos Maia is Chairman of the Board of Directors and Chief Executive
       Officer of the Company. Includes 2,906,334 shares beneficially owned by
       Jorge Miguel Maia which Carlos Maia has the right to vote on all matters
       brought to the Shareholders of the Company for vote pursuant to a voting
       trust agreement. Includes 1,530,000 shares subject to a twenty four (24)
       month restriction on transfer which commenced on November 17, 1997
       pursuant to the terms of the Reorganization Agreement unless earlier
       released by the Oversight Committee. See "Certain Transactions -
       Acquisition of the UIS Companies." Also includes 62,000 shares, of which
       41% of such shares are subject to a nine (9) month restriction on
       transfer, and 59% of such shares are subject to a twenty-four (24) month
       restriction on transfer, unless earlier released by the Oversight
       Committee, pursuant to the terms of the Private Offering and the
       Subscription Agreement therefor. See "Certain Transactions - Private
       Placement" and "Certain Transactions - Consulting Agreement with 2M
       Capital Corp."

(5)    Carlos Maia, Jorge Miguel Maia and Saul Maia are brothers.

(6)    Includes 2,906,334 shares subject to the terms of an irrevocable voting
       trust between Carlos Maia and Jorge Miguel Maia which Carlos Maia has the
       right to vote on all matters brought to the Shareholders of the Company
       for vote pursuant to a voting trust agreement. Includes 2,906,334 shares
       subject to a twenty four (24) month restriction on transfer which
       commenced on November 17, 1997 pursuant to the terms of the
       Reorganization Agreement unless earlier released by the Oversight
       Committee. See "Certain Transactions Acquisition of the UIS Companies"
       and "Certain Transactions - Consulting Agreement with 2M Capital Corp."

(7)    Saul Maia is Director and President of the Company. Includes 817,000
       shares subject to a twenty four (24) month restriction on transfer which
       commenced on November 17, 1997 pursuant to the terms of the
       Reorganization Agreement unless earlier released by the Oversight
       Committee. See "Certain Transactions Acquisition of the UIS Companies"
       and "Certain Transactions - Consulting Agreement with 2M Capital Corp."

(8)    Vincent and Christine Montelione's address is 8980 S.W. 8th Street,
       Plantation, Florida 33324. Includes 423,769 shares subject to a twenty
       four (24) month restriction on transfer unless earlier released by the
       Oversight Committee, which commenced on October 31, 1997, pursuant to the
       terms of the Debenture Offering and the Subscription Agreement therefor.
       Mr. Montelione is a member of the Oversight Committee. See "Certain
       Transactions - Consulting Agreement with 2M Capital Corp." Does not
       include; 500,000 shares of Common Stock issuable upon the exercise of
       500,000 options held by 2M Capital Corp., a corporation of which Mr.
       Montelione is an officer, director and principal shareholder or (ii)
       400,000 shares of Common Stock held by 


                                       34
<PAGE>

       Hirel Holdings, Inc., a corporation of which Mr. Montelione is a director
       and principal shareholder.

(9)    William Cuervo is a Director, Chief Financial Officer and Treasurer of
       the Company. Includes 55,000 shares subject to a nine (9) month
       restriction on transfer which commenced on November 17, 1997 unless
       earlier released by the Oversight Committee pursuant to the terms of the
       Reorganization Agreement. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp." Also includes 4,900 Shares, of which 41%
       of such shares are subject to a nine (9) month restriction on transfer,
       and 59% of such shares are subject to a twenty-four (24) month
       restriction on transfer unless earlier released by the Oversight
       Committee pursuant to the terms of the Private Offering and Subscription
       Agreement therefor. See "Certain Transactions - Consulting Agreement with
       2M Capital Corp."

(10)   Includes 500,000 shares of Common Stock issuable upon the exercise of
       options at $2.22 per share. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp." Mr. Montelione, a member of the
       Oversight Committee and a six (6%) percent shareholder of the Company, is
       a principal shareholder, officer and director of 2M Capital Corp.
<TABLE>
<CAPTION>
                            SELLING SECURITY HOLDERS

       Name of Selling                           Number of                  Shares to          Shares to be
      Security Holders                          Shares Owned                be Offered      Owned After Offering
      ----------------                          ------------                ----------      --------------------
<S>        <C>                                   <C>                         <C>                 <C>      
Carlos Maia(1)                                   4,498,334                   368,000             3,549,068
Jorge Miguel Maia(2)                             2,906,334                   581,266             2,325,068
Saul Maia(3)                                       817,000                   163,400               653,600
2M Capital Corp.(4)                                500,000                   500,000                     0
Vincent and Christine Montelione(5)                423,769                   423,769                     0
Hirel Holdings, Inc.(6)                            400,000                   400,000                     0
Monte Frenkel(7)                                   323,545                   323,545                     0
Pro Futura Special Equities Fund, L.P.(8)          300,000                   300,000                     0
Jose Flavio Pereira de Araujo(10)                  190,000                    90,000               100,000
Martin Rothstein(8)                                100,000                   100,000                     0
Milton and Ricki Barbarosh(8)                      100,000                   100,000                     0
Richard Schweitzer(8)                               90,090                    90,090                     0
William Cuervo(9)                                   59,900                    59,900                     0
Odilon Velho(10)                                    55,000                    55,000                     0
Ronnie Antebi(8)                                    50,000                    50,000                     0
Maria Rosilene S. de Oliveira(10)                   38,000                    38,000                     0
Atlas Partners                                      25,000                    25,000                     0
Randi Marcus(8)                                     20,000                    20,000                     0
Katz Investments II(8)                              15,000                    15,000                     0
Shlomo and Lilly Attas(8)                           13,500                    13,500                     0
Alan Klien(8)                                       11,400                    11,400                     0
Harvey Fleischman(8)                                11,261                    11,261                     0
Brian Kettler(8)                                    11,261                    11,261                     0
William Klein(10)                                   10,000                    10,000                     0
Vincent Carbone(8)                                  10,000                    10,000                     0
Andrew Perrota(8)                                   10,000                    10,000                     0
Edward J. Klaeger(8)                                 9,910                     9,910                     0
Miguel and Bridgette Daud(8)                         9,800                     9,800                     0
Sonia Dossier Garcia(8)                              4,900                     4,900                     0
Deborah Maia(8)                                      4,900                     4,900                     0

                                       35
<PAGE>

Vincent Fagnani(8)                                   4,900                     4,900                     0
Jose Cancio(8)                                       4,000                     4,000                     0
Michael Duggan(8)                                    3,999                     3,999                     0
Christine Mannino(8)                                 3,964                     3,964                     0
Mel Forman(8)                                        3,964                     3,964                     0
Ruden, McClosky, Smith, Schuster
& Russell, P.A.                                     10,000                    10,000                     0
Continental Capital & Equity Corp. (11)            140,000                   140,000                     0
Preferred Securities Group, Inc. (12)              225,000                   225,000                     0
Capital Communications, Ltd. (13)                  125,000                   125,000                     0
                                                                             -------
TOTAL                                                                      4,330,729
</TABLE>

----------------------

(1)    Carlos Maia is Chairman of the Board of Directors and Chief Executive
       Officer of the Company. Includes 2,906,334 shares beneficially owned by
       Jorge Miguel Maia which Carlos Maia has the right to vote on all matters
       brought to the Shareholders of the Company for vote pursuant to a voting
       trust agreement. Includes 1,530,000 shares subject to a twenty four (24)
       month restriction on transfer which commenced on November 17, 1997
       pursuant to the terms of the Reorganization Agreement, unless earlier
       released by the Oversight Committee. See "Certain Transactions -
       Acquisition of the UIS Companies." Also includes 62,000 shares, of which
       41% of such shares are subject to a nine (9) month restriction on
       transfer, and 59% of such shares are subject to a twenty-four (24) month
       restriction on transfer, unless earlier released by the Oversight
       Committee, pursuant to the terms of the Private Offering and the
       Subscription Agreement therefor. See "Certain Transactions - Private
       Placement" and "Certain Transactions - Consulting Agreement with 2M
       Capital Corp."

(2)    Carlos Maia and Jorge Miguel Maia are brothers. Includes 2,906,334 shares
       subject to the terms of an irrevocable voting trust between Carlos Maia
       and Jorge Miguel Maia wherein Carlos Maia has the right to vote such
       shares on all matters brought to the Shareholders of the Company for
       vote. Includes 2,906,334 shares subject to a twenty four (24) month
       restriction on transfer ("Restriction") which commenced on November 17,
       1997 ("Restricted Period") imposed under the terms of the Reorganization
       Agreement between the Company and UIS Companies (and the shareholders
       thereof) and administered on behalf of the Company by the Oversight
       Committee of 2M Capital Corp which Restriction may, in the sole
       discretion of the Oversight Committee, be release prior to the expiration
       of the Restricted Period. Also includes 200,000 shares subject to the
       terms of an escrow agreement between Jorge Maia and UIS pledged by Mr.
       Maia to secure the obligations of UIS Miami and UIS Brazil under the
       terms of the Reorganization Agreement.

(3)    Saul Maia is Director and President of the Company and a brother of
       Carlos Maia and Jorge Maia. Includes 817,000 shares subject to a twenty
       four (24) month restriction on transfer which 

                                       36

<PAGE>
       commenced on November 17, 1997 pursuant to the terms of the
       Reorganization Agreement, unless earlier released by the Oversight
       Committee. See "Certain Transactions - Acquisition of the UIS
       Companies" and "Certain Transactions Consulting Agreement with 2M
       Capital Corp."

(4)    Includes 500,000 shares of Common Stock issuable upon the exercise of
       options at $2.22 per share. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp." The options are transferable,
       exercisable for a period of two (2) years, provided, however, such
       options may not be exercised prior to the first day of the month
       following the effective date of this Registration Statement, nor may
       options for more than 41,666 shares of Common Stock, in the aggregate, be
       exercised in any one month. In addition, the holder of the option is
       entitled to registration rights, including piggyback registration rights,
       for the shares of common stock issuable upon exercise of the options
       (whether or not the options have been exercised at the time the Company
       files a registration statement), as adjusted, such rights to be available
       when the Company files a registration statement under the Securities Act
       of 1933, as amended ("33' Act").

(5)    Includes 423,769 shares subject to a twenty-four (24) month restriction
       on transfer which commenced on October 31, 1997, unless earlier released
       by the Oversight Committee, of which Mr. Montelione is a member. See
       "Certain Transactions - Consulting Agreement with 2M Capital Corp." Does
       not include 500,000 shares of Common Stock issuable upon the exercise of
       options held by 2M Capital Corp., a corporation which Mr. Montelione, a
       six (6%) percent shareholder of the Company, is an officer, director and
       principal shareholder.

(6)    Includes 300,000 shares subject to a twenty-four (24) month restriction
       on transfer which commenced on November 17, 1997, unless earlier released
       by the Oversight Committee, of which Mr. Montelione is a member. See
       "Certain Transactions - Consulting Agreement with 2M Capital Corp." Also
       includes 100,000 (50,000 shares of which are subject to the twenty-four
       (24) month restriction on transferability) shares held in escrow under
       the terms of a consulting agreement between Hirel Holdings, Inc. and Mr.
       Montelione.

(7)    Includes 323,545 shares subject to a twenty four (24) month restriction
       on transfer which commenced on October 15, 1997, unless earlier released
       by the Oversight Committee, of which Mr. Frenkel is a member. See
       "Certain Transactions - Consulting Agreement with 2M Capital Corp." Does
       not include 500,000 shares of Common Stock issuable upon the exercise of
       options held by 2M Capital Corp., a corporation which Mr.
       Frenkel is an officer, director and principal shareholder.

(8)    Of all shares owned by the shareholder, 41% are subject to a nine (9)
       month restriction on transfer, and 59% of such which are subject to a
       twenty-four (24) month restriction on transfer unless earlier released by
       the Oversight Committee pursuant to the terms of the Private Offering and
       the Subscription Agreement therefor. See "Certain Transactions -
       Consulting Agreement with 2M Capital Corp."

(9)    William Cuervo is a Director, Chief Financial Officer and Treasurer of
       the Company. Includes 55,000 shares subject to a nine (9) month
       restriction on transfer which commenced on November 17, 1997 unless
       earlier released by the Oversight Committee pursuant to the terms of the
       Reorganization Agreement. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp." Also includes 4,900 Shares, of which 41%
       of such shares are subject to a nine 


                                       37
<PAGE>

       (9) month restriction on transfer, and 59% of such shares are subject
       to a twenty-four (24) month restriction on transfer unless earlier
       released by the Oversight Committee pursuant to the terms of the
       Private Offering and Subscription Agreement therefor. See "Certain
       Transactions - Consulting Agreement with 2M Capital Corp."

(10)   All shares owned by the shareholder are subject to a nine (9) month
       restriction on transfer which commenced in November 17, 1997, unless
       earlier released by the Oversight Committee pursuant to the terms of the
       Reorganization Agreement. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp."

(11)   Includes 100,000 shares issuable upon the exercise of options of which
       50,000 of such options are exercisable at $9.00 per share and the
       remaining 50,000 options are exercisable at $12.00 per share. The term of
       the option commences on the date of the effectiveness of this
       Registration Statement and for a period of one year thereafter.

(12)   On March 12, 1998, the Company granted warrants (the "PSG Warrants") to
       purchase an aggregate of 225,000 shares of Common Stock of the Company at
       an exercise price of $6.50 per share to Preferred Securities Group, Inc.
       ("PSG") pursuant to the terms of a twelve month Consulting Agreement
       between the Company and PSG. Under the terms of the consulting agreement,
       PSG will provide certain corporate financing consulting services to the
       Company. Beginning on June 10, 1998, 22,500 of the PSG Warrants will vest
       each month for the consecutive ten (10) month period.

(13)   On January 5, 1998, the Company issued 125,000 shares of common stock of
       the Company to Capital Communications, Ltd. ("Capital") in consideration
       for services to be rendered by Capital to the Company pursuant to the
       terms of a twelve month consulting agreement. Under the terms of the
       consulting agreement, Capital will assist and advise the Company in
       investor communications and financial and investor public relations. The
       Company granted Capital certain piggy-back registration rights with
       respect to the common stock; however, Capital has agreed not to sell the
       shares until March 1, 1999 or the termination of the Consulting Agreement
       without the prior consent of the Company.

                              PLAN OF DISTRIBUTION

       The Company is registering the Securities on behalf of the Selling
Security Holders. All costs, expenses and fees in connection with the
registration of the Securities offered hereby will be borne by the Company.
Brokerage commissions, if any, attributable to the sale of the Securities will
be borne by the Selling Security Holders.

       Sales of Securities may be effected from time to time in transactions
(which may include block transactions) on the Nasdaq SmallCap Market, in
negotiated transactions, or a combination of such methods of sale, at fixed
prices, at market prices prevailing at the time of sale, or at negotiated
prices. The Selling Security Holders may effect such transactions by selling
Securities directly to purchasers or to or through broker-dealers which may act
as agents or principals. Such broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the Selling Security Holders
and/or the purchasers of Securities for whom such broker-dealers may act as
agents or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of 

                                       38
<PAGE>

customary commissions). The Selling Security Holders and any broker-dealers that
act in connection with the sale of the Securities might be deemed to be
'underwriters' within the meaning of Section 2(11) of the Securities Act and any
commission received by them and any profit on the resale of the Securities as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Security Holders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
Securities against certain liabilities, including liabilities arising under the
Securities Act. Liabilities under the federal securities laws cannot be waived.

       Because the Selling Security Holders may be deemed to be 'underwriters'
within the meaning of Section 2(11) of the Securities Act, the Selling Security
Holders will be subject to prospectus delivery requirements under the Securities
Act. Furthermore, in the event of a "distribution" of the shares, such Selling
Security Holder, any selling broker or dealer and any "affiliated purchasers"
may be subject to Regulation M under the Exchange Act, which Regulation would
prohibit, with certain exceptions, any such person from bidding for or
purchasing any security which is the subject of such distribution until his
participation in that distribution is completed. In addition, Regulation M also
prohibits any bid or purchase for the purpose of pegging, fixing or stabilizing
the price of Common Stock in connection with this offering.


                            DESCRIPTION OF SECURITIES

General

       The following description of the material terms of the Common Stock is
subject to the General Corporation Law of the State of Delaware and to the
provisions contained in the Company's Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), and By-laws, as amended, copies of which
have been filed as exhibits to the Registration Statement of which this
Prospectus is a part. See "Available Information."

       The Company's authorized capital stock consists of 19,000,000 shares of
Common Stock, par value $.001, and 1,000,000 shares of preferred stock, $.001
par value (the "Preferred Stock"). Immediately prior to this offering, there
were 8,405,533 shares of Common Stock outstanding and no shares of Preferred
Stock.

Common Stock

       The Company is authorized to issue 19,000,000 shares of Common Stock,
$.001 par value per share, of which as of the date of this Prospectus, 8,405,533
shares of Common Stock are outstanding. All outstanding shares of Common Stock
are, and all shares of Common Stock to be outstanding upon completion of this
offering will be, validly authorized and issued, fully paid, and non-assessable.

       The holders of Common Stock are entitled to one vote for each share held
of record on all matters submitted to a vote of shareholders. Holders of Common
Stock are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution, or winding up of the Company, holders of Common Stock
are entitled to share ratably all assets remaining after payment of liabilities.
Holders of Common Stock 

                                       39
<PAGE>

have no preemptive rights and have no rights to convert their Common Stock into 
any other securities.

Preferred Stock

       The Company is authorized to issue up to 1,000,000 shares of Preferred
Stock, $.001 par value per share, of which no shares are outstanding as of the
date hereof. Series of the Preferred Stock may be created and issued from time
to time, with such designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the creation and
issuance of such series of preferred stock as adopted by the Board of Directors
pursuant to the authority in this paragraph given. The issuance of any such
preferred stock could adversely affect the rights of the holders of Common Stock
and, therefore, reduce the value of the Common Stock. The ability of the Board
of Directors to issue preferred stock could discourage, delay, or prevent a
takeover of the Company. See "Risk Factors--Preferred Stock; Possible
Anti-Takeover Effects."

OTC Bulletin Board

       The Common Stock of the Company is listed on the OTC Bulletin Board under
the symbol "UISI."

Transfer Agent

       The transfer agent and registrar for the Common Stock is Fidelity
Transfer Company, 1860 Southwest Temple, Suite 301, Salt Lake City, UT 84115.

                         SHARES ELIGIBLE FOR FUTURE SALE

       Upon completion of this offering, the Company will have 8,405,533 shares
of Common Stock outstanding. Of these shares, 4,330,729 shares of Common Stock
offered hereby will be freely tradable without further registration under the
Securities Act. All officers and directors of the Company have agreed not to
sell or otherwise dispose of 5,392,805 shares for a period of twenty-four (24)
months and 27,429 shares for a period of nine (9) months from the November 17,
1997 and December 3, 1997, respectively, unless earlier released by the
Oversight Committee.

       As of the date hereof, there are 4,302,667 outstanding shares of Common
Stock which are "restricted securities" within the meaning of Rule 144 of the
Securities Act and, if held for at least one year, would be eligible for sale in
the public market in reliance upon, and in accordance with, the provisions of
Rule 144 following the expiration of such one-year period. In general, under
Rule 144 as currently in effect, a person or persons whose shares are
aggregated, including a person who may be deemed to be an "affiliate" of the
Company as that term is defined under the Securities Act, would be entitled to
sell within any three month period a number of shares beneficially owned for at
least two years that does not exceed the greater of (i) 1% of the then
outstanding shares of Common Stock, or (ii) the average weekly trading volume in
the Common Stock during the four calendar weeks preceding such sale. Sales under
Rule 144 are also subject to certain requirements as to the manner of sale,
notice, and the availability of current public information about the Company.
However, a person who is not deemed to have been an affiliate of the Company
during the 90 days preceding a sale by such 

                                       40
<PAGE>

person and who has beneficially owned shares of Common Stock for at least three
years may sell such shares without regard to the volume, manner of sale, or
notice requirements of Rule 144.

       Prior to this offering, there has only been a limited public market for
the Company's securities on the Over-the-Counter Bulletin Board. Following this
offering, the Company cannot predict the effect, if any, that sales of shares of
Common Stock pursuant to Rule 144 or otherwise, or the availability of such
shares for sale, will have on the market price prevailing from time to time.
Nevertheless, sales by the current shareholders of a substantial number of
shares of Common Stock in the public market could materially adversely affect
prevailing market prices for the Common Stock. In addition, the availability for
sale of a substantial number of shares of Common Stock acquired through the
exercise of the options or warrants currently outstanding could materially
adversely affect prevailing market prices for the Common Stock. See "Risk
Factors -Shares Eligible for Future Sale."


                                  LEGAL MATTERS

       Legal matters in connection with the securities being offered hereby will
be passed upon for the Company by Dreier & Baritz, LLP 1515 North Federal
Highway, Suite 300, Boca Raton, Florida 33432.

                                     EXPERTS

       The Consolidated Balance Sheets of the Company at December 31, 1997 and
December 31, 1996 and the related statements of income, cash flows and
shareholders equity for the three years in the period then ended appearing in
this Prospectus and Registration Statement have been audited by Spear, Safer &
Harmon & Co., Miami, Florida, independent auditors, as set forth in their report
thereon appearing elsewhere herein and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.


                             ADDITIONAL INFORMATION
         The Company intends to furnish to its shareholders annual reports,
which will include financial statements audited by independent accountants, and
such other periodic reports as it may determine to furnish or as may be required
by law, including Sections 13(a) and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington D.C. 20549, a registration
statement on Form S-1 (the "Registration Statement") under the Securities Act
with respect to the securities offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement and the exhibits
thereto, as permitted by the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement and to the
exhibits filed therewith. Statements contained in this Prospectus as to the
contents of any contract or other document which has been filed as an exhibit to
the Registration Statement are qualified in their entirety by reference to such
exhibits for a complete statement of their terms and conditions. The
Registration Statement and the exhibits thereto may be inspected without charge
at the offices of the Commission and copies of all or any part thereof may be
obtained from the Commission's principal office at 450 Fifth Street, N.W.,
Washington D.C. 20549 or 

                                       41
<PAGE>

at certain of the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, upon payment of the fees prescribed by the
Commission. Electronic reports and other information filed through the
Electronic Data Gathering, Analysis and Retrieval System are publicly available
through the Commission's website (http://www.sec.gov.) In addition, following
approval of the Common Stock for quotation on the NASDAQ National Market,
reports and other information concerning the Company may be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington D.C. 20006.


                                       42


<PAGE>

                UNITED INFORMATION SYSTEMS, INC.

                CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996



<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The Board of Directors
United Information Systems, Inc.

We have audited the accompanying consolidated balance sheets of United
Information Systems, Inc. (the "Company") as of December 31, 1997 and 1996, and
the related consolidated statements of operations, shareholder's equity and cash
flows for each year in the three year period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the United
Information Systems, Inc. as of December 31, 1997 and 1996, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the financial
statements, the Company as of December 31, 1997 had a working capital deficiency
of approximately $7,900,000. As more fully described in Note 14 to the financial
statements, the Company due to its lack of working capital has not been able to
process orders and therefore revenues have substantially decreased for the first
quarter of 1998. As of the date of this report the Company has not been able to
secure additional capital. Those conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



Miami, Florida
March 23, 1998
(except for Note 13, as to which the
 date is May 13, 1998)

                                      F-1
<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.
                           Consolidated Balance Sheets
                           December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                   A S S E T S

                                                                                    1997                    1996
                                                                               -----------------       ---------------
<S>                                                                            <C>                    <C>   
Current Assets:
   Cash and cash equivalents                                                    $    1,347,653          $    3,068,268
   Accounts receivable, net                                                         11,365,336              17,947,109
   Inventory                                                                         7,560,723              13,868,956
   Prepaid expenses and other                                                           97,880                 556,499
   Other receivable                                                                    287,511                      -
                                                                                --------------          --------------

         Total Current Assets                                                       20,659,103              35,440,832

Notes Receivable                                                                    16,991,831                      -

Property and Equipment, net                                                          7,038,859               4,445,889

Other                                                                                  150,000                      -
                                                                                --------------          --------------

                                                                                $   44,839,793          $   39,886,721
                                                                                ==============          ==============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Lines-of-credit                                                              $    3,395,307          $    1,429,350
   Notes and loans payable                                                           5,199,974               4,546,605
   Due to related parties                                                            1,343,873               2,691,485
   Accounts payable and accrued expenses                                            18,534,635              20,690,309
   Current portion of long-term debt                                                   103,304                 134,238
                                                                                --------------          --------------

         Total Current Liabilities                                                  28,577,093              29,491,987
                                                                                --------------          --------------

Long-Term Debt, less current portion                                                    75,428                 223,787
                                                                                --------------          --------------

Shareholders' Equity:
   Common stock, $.001 par value; 19,000,000 shares authorized; 8,223,033, 
    and 6,602,566 shares issued and outstanding at
    December 31, 1997 and 1996, respectively                                             8,223                   6,603
   Preferred stock, $.001 par value; 1,000,000 shares
    authorized; no shares issued and outstanding                                            -                       -
   Additional paid-in capital                                                        3,156,596                 894,568
   Retained earnings                                                                14,412,612              10,015,419
   Cumulative translation adjustment                                                (1,390,159)               (745,643)
                                                                                --------------          --------------

         Total Shareholders' Equity                                                 16,187,272              10,170,947
                                                                                --------------          --------------

                                                                                $   44,839,793          $   39,886,721
                                                                                ==============          ==============
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.

                                      F-2

<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.

                      Consolidated Statements of Operations

                  Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>

                                                                      1997                 1996                 1995
                                                                 --------------       --------------       --------------

<S>                                                           <C>                   <C>                    <C>   
Revenues from Operations:
   Sales                                                        $   105,245,366       $    91,390,274      $   72,545,510
   Cost of sales                                                     77,872,193            78,513,550          61,052,782
                                                                ---------------       ---------------      --------------

Gross Profit                                                         27,373,173            12,876,724          11,492,728

Selling, General and Administrative Expenses                         17,314,154             7,426,375           6,061,525
                                                                ---------------       ---------------      --------------

                                                                     10,059,019             5,450,349           5,431,203

Other Income (Expenses):
   Interest income                                                    3,717,941             1,530,809           1,557,272
   Miscellaneous                                                        463,165               259,813             (65,157)
   Interest expense                                                  (8,394,896)           (3,544,256)         (4,066,933)
                                                                ---------------       ---------------      --------------

Income Before Income Taxes                                            5,845,229             3,696,715           2,856,385

Provision for Income Taxes                                                   -                     -               12,000
                                                                ---------------       ---------------      --------------


Net Income                                                      $     5,845,229       $     3,696,715      $    2,844,385
                                                                ===============       ===============      ==============


Basic Earnings Per Share:
   Net income                                                   $          0.86       $          0.56      $         0.43
                                                                ===============       ===============      ==============

Weighted Average Shares Outstanding                                   6,805,124             6,602,566           6,602,566
                                                                ===============       ===============      ==============

</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-3

<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.
                 Consolidated Statements of Shareholders' Equity
                     Years Ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                        Common Stock
                                               ----------------------------                                                         
                                                                             Additional                    Cumulative    Total
                                                Shares                        Paid-In        Retained      Translation Shareholders'
                                                Issues         Amount         Capital        Earnings      Adjustment     Equity
                                               -----------    ---------     -----------     ----------     ----------- ------------

<S>                                              <C>        <C>           <C>            <C>            <C>            <C>         
Balance at December 31, 1995                     6,602,566  $      6,603  $     783,939  $   6,967,044  $  (378,595)   $  7,378,991

Additional capital contributed                          -             -         110,629             -            -          110,629

Net income                                              -             -              -       3,696,715           -        3,696,715

Distributions to shareholders                           -             -              -        (648,340)          -         (648,340)

Translation adjustment                                  -             -              -              -      (367,048)       (367,048)
                                               -----------  ------------  -------------  ------------- ------------    ------------

Balance at December 31, 1996                     6,602,566         6,603        894,568     10,015,419     (745,643)     10,170,947
                                               -----------  ------------  -------------  ------------- ------------    ------------

Issuance of shares for convertible debentures      747,314           747        329,253             -            -          330,000

Issuance of shares through private placement       862,000           862      1,869,485             -            -        1,870,347

Shares issued in lieu of bond                       11,153            11            (11)            -            -               -

Additional capital contributed                          -             -          63,301             -            -           63,301

Net income                                              -             -              -       5,845,229           -        5,845,229

Distributions to shareholders                           -             -              -      (1,448,036)          -       (1,448,036)

Translation adjustment                                  -             -              -              -      (644,516)       (644,516)
                                               ----------- -------------  -------------  ------------- ------------   -------------

Balance at December 31, 1997                     8,223,033 $       8,223  $   3,156,596  $  14,412,612  $(1,390,159)  $  16,187,272
                                               =========== =============  =============  ============= ============   =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                      F-4

<PAGE>
                       UNITED INFORMATION SYSTEMS, INC.

                      Consolidated Statements of Cash Flows

                  Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>

                                                                       1997                  1996                    1995
                                                                  --------------        --------------         --------------
<S>                                                                <C>               <C>                    <C>    
Cash Flows from Operating Activities:
   Net income                                                     $    5,845,229       $      3,696,715       $      2,844,385
   Adjustments to reconcile net income to cash
    provided by operating activities:
     Depreciation and amortization                                       355,685                152,199                 42,436
     (Gain) loss on sale of property and equipment                      (105,788)                20,089                  2,425
     Translation adjustment                                             (644,516)              (367,048)              (294,367)
     Changes in assets and liabilities:
       Decrease (increase) in:
         Accounts receivable, net                                    (10,410,058)            (1,305,166)            (9,391,065)
         Inventory                                                     6,308,233             (5,292,551)            (2,487,468)
         Prepaid expenses and other                                      458,619               (418,332)               (85,481)
       Increase (decrease) in:
         Accounts payable and accrued expenses                        (2,155,674)             3,821,193             10,935,462
                                                                  --------------       ----------------       ----------------

Net Cash Provided by (Used in) Operating Activities                     (348,270)               307,099              1,566,327
                                                                  --------------       ----------------       ----------------

Cash Flows from Investing Activities:
   Acquisition of property and equipment                              (3,157,332)            (3,895,838)              (584,017)
   Proceeds from sale of equipment                                        26,954                  4,562                    500
                                                                  --------------       ----------------       ----------------

Net Cash Used in Investing Activities                                 (3,130,378)            (3,891,276)              (583,517)
                                                                  --------------       ----------------       ----------------

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-5
<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.

                Consolidated Statements of Cash Flows (Continued)

                     Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>


                                                                      1997                  1996                  1995
                                                                  --------------        --------------        -------------
<S>                                                              <C>                    <C>                 <C>   
Cash Flows from Financing Activities:
   Purchase of certificate of deposit                             $     (150,000)       $           -        $           -
   Net proceeds from lines-of-credit                                   1,965,957             1,429,350                   -
   Net proceeds from notes and loans payable                             653,369               436,401              319,105
   Repayments of amounts due to related parties                       (1,347,612)            2,200,654             (541,053)
   Net proceeds from (repayments of) long-term debt                     (179,293)              344,362               12,663
   Proceeds from the issuance of common stock                          2,200,347                    -               426,500
   Capital contribution                                                   63,301               110,629               73,229
   Distributions to shareholders                                      (1,448,036)             (648,340)            (120,000)
                                                                  --------------        --------------       --------------

Net Cash Provided by (Used in) Financing Activities                    1,758,033             3,873,056              170,444
                                                                  --------------        --------------       --------------

Increase (Decrease) in Cash and Cash Equivalents                      (1,720,615)              288,879            1,153,254

Cash and Cash Equivalents - Beginning of Year                          3,068,268             2,779,389            1,626,135
                                                                  --------------        --------------       --------------

Cash and Cash Equivalents - End of Year                           $    1,347,653        $    3,068,268       $    2,779,389
                                                                  ==============        ==============       ==============


Supplemental Disclosure of Cash Flow Information:
   Cash paid during the year for:
     Interest                                                     $    8,394,896        $    3,544,256       $    4,066,933
     Income taxes                                                             -                     -                12,000

Supplemental Disclosure of Non-Cash Financing
  Activities:
   Debentures converted to common stock                           $      330,000        $           -        $           -
   Note received from sale of property                                   287,511                    -                    -
   Accounts receivable converted to note receivable                   16,991,831                    -                    -

</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-6
<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1997 and 1996


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

         Organization - United Information Systems, Inc., a Florida
         corporation ("UIS Miami") and UIS Industrial Ltda., a corporation
         organized under the laws of the Federal Republic of Brazil ("UIS
         Brazil" and collectively the "UIS Companies"), is a manufacturer
         and distributor of microcomputers and related peripherals within
         the Federal Republic of Brazil.

         On November 17, 1997, the UIS Companies completed a planned
         transaction to merge with and subsequently take control of, a
         publicly-held corporation, Seaton Group, Inc. ("Seaton"), a
         Delaware corporation through an exchange of shares. Through a
         series of amendments and domicile changes, the merged company is
         now known as United Information Systems, Inc. (the "Company"), a
         Delaware corporation.

         At the time of the merger, the UIS Companies had 1,885,000 shares
         of $1.00 par value common stock issued and outstanding. In
         addition, certain holders of Seaton's 5% convertible debentures
         had the right to receive a total of 747,314 shares of the
         Company's common stock. The holders of the debentures exercised
         their option in December, 1997 and received 747,314 shares of the
         Company's common stock (the "Conversion Shares"). The Conversion
         Shares are subject to a restriction on transfer for a period of
         twenty four months imposed by the Company and administered by an
         oversight committee.

         In accordance with the terms of the merger, shareholders of the
         UIS Companies and Seaton received an aggregate of 6,177,566 newly
         issued shares of the Company's common stock. In addition, the
         Company issued 400,000 shares of its common stock of which 200,000
         shares were issued to release the Company of certain obligations
         and rights, and 200,000 were issued for the right to execute a
         consulting agreement.

         Concurrent with the merger, the Company issued to 2M Capital Corp.
         options to purchase 500,000 shares of its common stock at $2.22
         per share (see also Note 12). The options are exercisable for a
         period of two years from the effective date of the merger. As of
         the date of this report, no options have been exercised.

         Basis of Presentation - Pursuant to the above, the merger has been
         treated as an acquisition of Seaton by the Company and a
         recapitalization of the Company. The historical financial
         statements prior to the effective date of the merger are those of
         the Company. 

         Principles of Consolidation - The accompanying consolidated
         financial statements reflect the financial position and results of
         operations of UIS, UIS Miami and UIS Brazil. All significant
         inter-company transactions and balances have been eliminated in
         consolidation.
                                      F-7
<PAGE>

                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              PRINCIPLES  (Continued)

              Foreign Currency Translation - Financial statements of foreign
              subsidiaries are translated into U.S. dollars at current rates,
              except that revenues, costs and expenses are translated at average
              current rates during each reporting period. Net exchange gains or
              losses resulting from the translation of foreign financial
              statements are accumulated and credited or charged directly to a
              separate component of shareholders' equity.

              Cash and Cash Equivalents - For purposes of the statements of cash
              flows, the Company considers all highly liquid investments which
              are readily convertible into cash and have maturities of three
              months or less to be cash equivalents.

              Inventory - Inventory is stated at the lower of cost or market. 
              Cost is determined using the average cost method.

              The Company's inventories consist primarily of high-technology
              computer equipment, which is subject to rapid technological
              obsolescence or reduction in value as a result of new products
              developed by competitors or normal competitive pressures.

              Property and Equipment - Property and equipment are stated at cost
              and are depreciated on a straight-line basis over their estimated
              useful lives ranging from five to 30 years.

              Revenue Recognition - Revenue is recognized from equipment sales
              when the product is shipped to the customer and commissions are
              recognized at the time the services are performed.

              Concentration of Credit Risk - Financial instruments which
              potentially expose the Company to concentrations of credit risk
              consist principally of cash and accounts receivable. The Company
              places its cash with high credit quality financial institutions
              and monitors the credit worthiness of its customers.

              The Company sells its product to distributors and resellers in
              Brazil. For the years ended December 31, 1997, 1996 and 1995
              approximately $17,891,000, $25,589,000 and $23,940,000,
              respectively, were sold to one major distributor. At December 31,
              1997 and 1996, accounts receivable included approximately
              $4,351,000 and $3,186,000, respectively, due from this customer.

              During 1997, the Company had purchases of approximately 31% from
              four suppliers. At December 31, 1997, these suppliers represented
              35% of accounts payable.

              The Company is also dependent on the economic and political
              stability of Brazil.

              Foreign Operations - Substantially all of the Company's revenues
              are generated in Brazil and therefore is subject to economic and
              political changes in the business environment, different than that
              of the United States. The success of the Company depends on the
              success of the Brazilian operations and a stable economic and
              political environment.
                                      F-8

<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              PRINCIPLES  (Continued)

              Impairment of Long-Lived Assets and Long-Lived Assets to be
              Disposed Of - The Company adopted the provisions of SFAS No. 121,
              Accounting for the Impairment of Long-Lived Assets and for
              Long-Lived Assets to be Disposed Of, on January 1, 1996. This
              statement requires that long-lived assets and certain identifiable
              intangibles be reviewed for impairment whenever events or changes
              in circumstances indicate that the carrying amount of an asset may
              not be recoverable. Recoverability of assets to be held and used
              is measured by a comparison of the carrying amount of an asset to
              future net cash flows (undiscounted and without interest) expected
              to be generated by the assets. If such assets are considered to be
              impaired, the impairment to be recognized is measured as the
              amount by which the carrying amount of the assets exceed the fair
              value of the assets. Assets to be disposed of are reported at the
              lower of the carrying amount or fair value less costs to sell.
              Adoption of this Statement did not have an impact on the Company's
              financial position or results of operations.

              Earnings Per Share - In February 1997, the FASB issued SFAS No.
              128, Earnings Per Share, which simplifies the computation of
              earnings per share and requires presentation of basic and diluted
              earnings per share. Pursuant to SFAS No. 128, the Company is
              considered a simple capital structure and, therefore, only basic
              earnings per share is required to be presented. Basic earnings per
              share are based on the weighted average number of shares
              outstanding for each of the years presented without giving effect
              to common stock equivalents.

              Income Taxes - Income taxes are based on the taxable income for
              each year as measured by the tax rates in effect for each of these
              years.

              Deferred tax assets and liabilities are determined based on the
              difference between the financial statement carrying amounts and
              the tax basis of assets and liabilities using enacted tax rates in
              effect in the years in which the differences are expected to
              reverse.

              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 disclosures of
              contingent assets and liabilities at the date of the financial
              statements and the reported amounts of revenues and expenses
              during the reporting period. Actual results could differ from
              those estimates.

              Recent Pronouncements - The Financial Accounting Standards Board
              ("FASB") has issued the following statements which are to be
              applied prospectively, #130 - Reporting Comprehensive Income, #131
              - Disclosures About Segments of an Enterprise and Related
              Information and #132 - Employers' Disclosures About Pensions and
              Other Post Retirement Benefits. Once effective, none of these
              pronouncements are expected to have a material impact on the
              consolidated financial statements of the Company.

                                      F-9

<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 2  -  NOTES RECEIVABLE

           During 1997, the Company converted several accounts receivable to
           notes receivable. These notes bear interest at rates ranging from
           6.48% to 17.76% per annum and require monthly payments of
           principal and interest through 2003. Schedule of principle
           payments from notes receivable are as follows:

                               Year Ended
                              December 31,
                              -----------

                                  1998                      $      2,980,000
                                  1999                             4,490,000
                                  2000                             3,902,000
                                  2001                             2,801,000
                                  2002                             1,381,000
                              Thereafter                           1,437,000
                                                            ----------------
                                                            $     16,991,000
                                                            ================

NOTE 3  -  PROPERTY AND EQUIPMENT

           Property and equipment at December 31, consists of the following:

                                                     1997              1996

                                               ----------------  ---------------
              Building                         $     5,533,702   $    3,499,391
              Building improvements                    272,119          231,913
              Furniture and equipment                1,652,198          647,589
              Vehicles                                 141,729          272,200
                                               ---------------   --------------

                                                     7,599,748        4,651,093

              Less accumulated depreciation            560,889          205,204
                                               ---------------   --------------

                                               $     7,038,859   $    4,445,889
                                               ===============   ==============
                                      F-10

<PAGE>

                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 4  -  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

           Accounts payable and accrued expenses as of December 31, 1997 and
           1996 consist of the following:

                                                  1997                  1996

                                            ---------------       --------------
              Trade payables                $    16,615,770       $   15,441,143
              Sales taxes                         1,012,185            4,650,656
              Payroll and related                   694,848              598,510
              Consulting fees                       175,000                   -
              Other                                  36,832                   -
                                            ---------------       --------------

                                            $    18,534,635       $   20,690,309
                                            ===============       ==============


NOTE 5  -  LINES-OF- CREDIT

           Miami
           -----

           At December 31, 1997, the Company had a $1,000,000 line-of-credit
           agreement with interest payable monthly at the bank's prime rate
           of interest plus 1%. The line-of-credit is collateralized by the
           Company's building located in Miami, Florida and a $150,000
           certificate of deposit. Subsequent to December 31, 1997, the
           line-of-credit agreement was renegotiated and converted to a note
           under a term loan agreement. The term loan is payable in monthly
           installments of principal and interest at 9.5% per annum with a
           balloon payment due in January 2003.

           Brazil
           ------

           During the course of conducting its business, the Company finds
           situations where it is required to borrow against its receivable.
           The Company frequently factors such receivables for a period of 90
           to 120 days, with local financial institutions at various rates
           normally higher than the going lending rates. At December 31, 1997
           and 1996, the Company owed approximately $2,395,000 and
           $1,429,000, respectively, to various banks in Brazil. The
           lines-of-credit require monthly interest payments at an average
           rate of 6%.


NOTE 6 - NOTES AND LOANS PAYABLE

         Notes and loans payable consist of four separate unsecured
         short-term loans bearing interest at rates ranging from 7% to 12%
         per annum and maturing through October 1998.


                                      F-11
<PAGE>


                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 7  -  LONG-TERM DEBT

              Long-term debt at December 31, consists of the following:
<TABLE>
<CAPTION>

                                                                                   1997                     1996
                                                                                -----------             ----------
<S>                                                                            <C>                 <C>  
              Note payable - bank; principal and interest at 11% payable in
               monthly installments of $9,822; matures in August 1999;
               collateralized by building                                     $     178,732          $     271,323

              Note payable - bank; principal and interest at 8% payable in
               monthly installments of $1,714; matures in May 2000;
               collateralized by a vehicle                                               -                  47,062

              Note payable - bank; principal and interest at 6% payable in
               monthly installments of $3,492; matures in January 1998;
               collateralized by a vehicle                                    $          -           $      39,640

              Note payable - bank; principal and interest at 9% payable in
               monthly installments of $482; matures in August 1998; collater-
               alized by transportation                                                  -                      -
                                                                             -------------           ------------

                  Total Long-Term Debt                                             178,732                358,025

              Less Current Installments                                            103,304                134,238
                                                                             -------------          -------------

              Long-Term Debt, excluding
               current maturities                                            $      75,428          $     223,787
                                                                             =============          =============
</TABLE>
              Aggregate maturities of long-term debt for the years subsequent to
              December 31, 1997 are as follows:

                          Year Ending
                          December 31,
                          -----------

                             1998                                 $    103,304
                             1999                                       75,428
                                                                  ------------

                                                                  $    178,732
                                                                  ============
                                      F-12
<PAGE>


                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 8  -  INCOME TAXES

           UIS - Miami elected, with the consent of its shareholder, to be
           taxed pursuant to S corporation provisions of the Internal Revenue
           Code, effective September 1, 1995. Pursuant to these provisions,
           the taxable income of UIS - Miami for the period from September 1,
           1995 through December 31, 1995 is reflected by the shareholder on
           his individual income tax return.

           Effective November 17, 1997, UIS - Miami revoked its S corporation
           status and, therefore, is subject to income taxes as a regular
           corporation. However, UIS - Miami had no taxable income for the
           period from November 17, 1997 through December 31, 1997. In
           addition, any deferred tax assets or liabilities are deemed
           immaterial.

           UIS - Brazil is not subject to income taxes due to a 10-year tax
           abatement which expires in the year 2003 provided by the Federal
           Republic of Brazil. Therefore, for the year ended December 31,
           1997 and 1996, there are no provisions for income taxes.

           The provision for income taxes for the year ended December 31,
           1995 consists of the following current amounts related to the
           period from January 1, 1995 through August 31, 1995 the period
           prior to the S corporation election by UIS - Miami:


                  Federal                                    $         9,000
                  State                                                3,000
                                                             ---------------

                                                             $        12,000
                                                             ===============

           The Company was not liable for U.S. income taxes for the years
           ended December 31, 1997 and December 31, 1996, because all
           earnings were generated by the Brazilian subsidiary and no
           earnings were repatriated as dividends to the Company for these
           reporting periods. Therefore, no deferred tax assets or
           liabilities are attributable to these years other than those
           reported by the subsidiary in its regional operations.


NOTE 9  -  RELATED PARTY TRANSACTION

           For the years ended December 31, 1997, 1996 and 1995, the Company
           had sales to related parties of approximately $24,255,000,
           $25,394,000 and $16,265,000, respectively. Included in accounts
           receivable at December 31, 1997 and 1996, are amounts due from
           related parties amounting to approximately $2,592,000 and
           $2,803,000, respectively.

                                      F-13

<PAGE>

                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 10  -  FAIR VALUE OF FINANCIAL INSTRUMENTS

            The carrying amounts of financial instruments such as cash and
            cash equivalents, accounts receivable, prepaid expenses and other
            current assets and accounts payable and accrued expenses
            approximated fair value at December 31, 1997 and 1996, because of
            the short maturity of these instruments.

            Based on the borrowing rates currently available to the Company
            for loans with similar terms and maturities, the fair value of
            borrowings under the line-of-credit and long-term debt approximate
            their carrying amounts.



NOTE 11 - PRIVATE PLACEMENT

          In November 1997, the Company completed a private offering of
          862,000 shares (the "Private Offering Shares") of its Common Stock
          at $2.22 per share (the "Private Offering"). The 862,000 shares
          are subject to restrictions on transfer wherein neither the
          subscriber nor the subscriber's representatives, administrators,
          successors or assignees will offer, sell, transfer, assign,
          pledge, encumber or otherwise attempt to directly or indirectly
          dispose of (a) 41% per investor on a pro-rata basis (or an
          aggregate of 353,420 shares) of the Shares for a period of nine
          months from the date hereof; and (b) 59% per investor on a
          pro-rata basis (or an aggregate of 508,580 shares) for a period of
          24 months from the date hereof.

          The Private Offering Shares are also subject to restrictions on
          transfer whereby neither the holder thereof nor the holders
          representatives, administrators, successors or assignees will
          offer, sell, transfer, assign, pledge, encumber or otherwise
          attempt to directly or indirectly dispose of (a) 41% per investor
          on a pro-rata basis (or an aggregate of 353,420 shares) of the
          Private Offering Shares for a period of nine (9) months from the
          date hereof (the "41% Restriction"); and (b) 59% per investor on a
          pro-rata basis (or an aggregate of 508,580 shares) for a period of
          twenty-four (24) months from the date hereof (the 59%
          Restriction") without the prior written consent of the Oversight
          Committee of 2M Capital Corp. (the "2M Capital Restriction"), who
          has been designated by the Company as the administrator of the
          Company's oversight on transfers of shares of common stock of the
          Company. Notwithstanding the 41% Restriction or the 59%
          Restriction described above, in the event a portion of the shares
          offered herein are released from the 2M Capital Restriction, by
          request of an investor or otherwise, the amount of shares held by
          each investor subject to the 2M Capital Restriction will be
          released from such restriction on a pro rata basis based on the
          percentage of shares purchased by the investor in this Offering.


                                      F-14
<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 12 - COMMITMENTS AND CONTINGENCIES

          Employee Agreement - In November 1997, the Company entered into an
          employment agreement (the "Employment Agreement") with the
          Company's Chairman and chief executive officer ("CEO"), for a term
          of three years at a salary of $300,000 per year, excluding bonuses
          and benefits. Upon expiration, the CEO may renew the Employment
          Agreement for an additional three years. Under the terms of the
          Employment Agreement, the CEO is obligated to be employed solely
          by the Company to perform all duties consistent with those of a
          Chairman and CEO. The Employment Agreement contains a covenant not
          to compete which prohibits the CEO, for a period of 24 months
          after termination of the Employment Agreement, from (i) engaging
          in the business activities, as defined by the Employment
          Agreement, of the Company within certain restricted areas; (ii)
          soliciting business relationships with any of the Company's
          clients or employees; or (iii) interfere with any prospective
          relationship or contract of the Company.

          Consulting Agreement - In November 1997, the Company entered into
          a consulting agreement (the "Consulting Agreement") with 2M
          Capital Corp. ("2M Capital") for an initial term of two years.
          Pursuant to the Consulting Agreement, 2M Capital is obligated to
          assist the Company in (i) implementing and monitoring an investor
          relations program with investors, investment advisors, market
          makers and brokers including, but not limited to, meeting with the
          foregoing and arranging for principal officers of the Company to
          meet with the foregoing; and (ii) implementing and monitoring a
          strategic planning process for the Company.

          In addition, the Consulting Agreement provides that the Company
          may not, for a period of 24 months from the date of the agreement,
          offer, sell, contract to sell, or otherwise dispose of, any of its
          securities without the prior written consent of 2M Capital, except
          for the issuance of shares of common stock to be issued in a
          public offering, at a price not less than 90% of the average of
          the closing bid prices of the common stock as reported on NASD
          Bulletin Board for the ten consecutive trading day period
          immediately preceding the date of sale. In addition to the
          foregoing, 2M Capital shall have the right and obligation to
          consider and authorize, in its discretion, the release of
          restrictions imposed upon any shares of common stock of the
          Company. As compensation for the performance of 2M Capital
          obligations under the Consulting Agreement, the Company will pay
          2M Capital $20,833 per month for the first four months of the term
          of the Consulting Agreement and $500 for the remaining twenty
          months. In addition, 2M Capital received options to purchase
          500,000 shares of the Company's common stock at $2.22 per share.

          Agreement with HHI and HMI - On November 17, 1997, the Company
          entered into an agreement with Hirel Holdings, Inc. ("HHI") and
          Hirel Marketing, Inc. ("HMI"), which HMI engaged in substantial
          negotiations with the UIS Companies in connection with HMI
          acquiring the UIS Companies, pursuant to which the Company issued
          to HHI 200,000 shares of common stock in exchange for HMI and HHI
          releasing the Company and the UIS Companies from and against any
          and all rights or claims HMI and HHI may have had with respect to
          the Company's acquisition of the UIS Companies.

                                      F-15

<PAGE>

                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued)

          Agreement with HHI - In November 1997, the Company entered into an
          agreement with HHI and Vincent Montelione ("Montelione") pursuant
          to which (1) the Company, HHI and Montelione agreed to terminate
          an employment agreement between, Montelione and HHI, and in lieu
          thereof, Montelione and HHI will enter into a consulting agreement
          ("Hirel Consulting Agreement"); and (2) agreed that it did not
          have, and shall not have, any cause or causes of action against
          the Company by virtue of any covenants against competition that
          may have previously been executed by Montelione with HHI or
          pursuant to the Hirel Consulting Agreement, and that Montelione
          does not possess any "confidential information", as such term is
          defined under the employment agreement, that does or could relate
          to the UIS Companies. In consideration of the foregoing, HHI
          received 200,000 shares of the Company's common stock, 100,000 of
          such shares being subject to certain restrictions upon
          transferability, imposed by the Company and administered by the
          Oversight Committee, for a twenty-four (24) month period from the
          day of issuance. Montelione will remain a Director, and principal
          shareholder of HHI.

          Employee Benefits - UIS Brazil is required, pursuant to the laws
          of the Federal Republic of Brazil, to provide various employee
          benefits including but not limited to (i) transportation to and
          from their homes; (ii) medical assistance and (iii) breakfast,
          lunch and dinner depending on the employees' work shift.

          Legal Matters - In October 1997, a supplier filed suit against UIS
          Miami and its CEO, seeking damages of $1,346,680 plus interest
          alleging that UIS Miami failed to make payment on certain
          shipments of computer monitors to UIS Miami. The parties have
          entered into a settlement agreement wherein UIS Miami and its
          president will pay the supplier the total sum of $1,346,680 (the
          "Settlement Amount") with $500,000 of such Settlement Amount
          having been paid on the date of the settlement agreement. The
          unpaid portion of the Settlement Amount ($846,680) is to be paid
          in 33 equal weekly installments of $25,000 (the "Installment
          Payments"). The Installment Payments are secured by 100,000 of
          common stock (the "Settlement Shares") in the Company which was
          personally pledged to the supplier by the CEO of UIS Miami. The
          supplier is entitled to registration rights with respect to the
          Settlement Shares.

          In addition, the Company and several of its suppliers have entered
          into settlement agreements where in the Company will pay the
          suppliers $1,223,558 of which $10,113 was paid at December 31,
          1997. The unpaid amounts are to be paid over a period of 28 months
          and are included in accounts payable and accrued expenses in the
          accompanying 1997 balance sheet.

          The Company is also involved in various legal proceedings, claims
          and litigation arising in the ordinary course of business.
          However, in the opinion of management, these matters will not have
          a material affect on the Company's consolidated financial
          position.

                                      F-16
<PAGE>

                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued)

          Year 2000 Compliance - The Company believes the cost of
          administering its Year 2000 readiness program, exclusive of any
          customer claims, will not have a material adverse impact on future
          earnings. Since there is no uniform definition of Year 2000
          compliance and since all customer situations cannot be
          anticipated, particularly those involving third-party products,
          the Company may see an increase in warranty and other claims as a
          result of the Year 2000 transition. Such claims, if successful,
          could have a material adverse impact on results.

          The Company's efforts to address its internal hardware, operating
          and information systems are currently under way in the United
          States and have already been completed in Brazil. The Company is
          in the process of replacing some of its older systems with new
          systems that are able to handle the Year 2000 transition and
          management will continue to review the Company's internal systems
          and intends to address any issues as they arise. Although the
          completion of the Company's efforts are still in process, the
          Company believes that the impact of the Year 2000 transition will
          not have a material adverse impact on future results. In addition
          to its internal review procedures, the Company is also
          coordinating Year 2000 compliance issues with its suppliers. Since
          the compliance of suppliers depends on their cooperation, no
          assurances can be given as to the impact of their non-compliance
          on future operating results.


NOTE 13 - SUBSEQUENT EVENTS

          Public Relations Agreement - In February 1998, the Company entered
          into an agreement with Capital Communications, Ltd. ("Capital")
          whereby Capital will, among other services, (i) advise and assist
          the Company in developing and implementing appropriate plans and
          materials for presenting the Company and its business plans,
          strategy and personnel to the financial community, (ii) establish
          an image for the Company in the financial community, and (iii)
          create the foundation for subsequent financial public relations
          efforts. The agreement is for a twelve month period expiring in
          February 1999.

          Pursuant to this agreement, Capital is entitled to receive a fee
          of $2,000 per month for the duration of the agreement. In
          addition, Capital was issued 125,000 shares of the Company's
          common stock as a commencement bonus. The 125,000 shares are a
          non-refundable, non-apportionable, non-ratable retainer and are
          not a prepayment for future services.
    
                                      F-17

<PAGE>

                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 13 - SUBSEQUENT EVENTS  (Continued)

          Investment Banking Agreement - In March 1998, the Company entered
          into an agreement with JCA Investment Banking ("JCA") whereby JCA
          will act as the Company's placement agent and investment banker
          with respect to matters related to the financing of the Company's
          businesses, recapitalizations, mergers and acquisitions. The
          Company currently intends to issue a Private Placement Financing
          Request ("Private Placement") for a minimum of $5,000,000 and up
          to a maximum of $15,000,000 through JCA. Pursuant to this
          agreement, the Company will pay JCA an investment banking fee of
          $5,000 per month for a twelve month period expiring in March 1999.
          In addition, JCA will be granted 5-year warrants at the market bid
          price on the closing date of the Private Placement at a price of
          $0.001 per warrant. These warrants will entitle JCA to receive 5%
          of the Company's outstanding shares at the closing date of the
          Private Placement. The agreement also entitles JCA to receive a
          placement fee equal to 5% of the funds raised in the Private
          Placement plus 10% of the amount of shares sold in the Private
          Placement in the form of 5-year warrants at the market closing bid
          price on the closing date of the Private Placement at $0.001 per
          warrant. In May 1998, the Company terminated the agreement with
          JCA. Pursuant to provisions within the contract, the termination
          of this agreement will become effective June 4, 1998.

          Agreement with PSC - In March 1998, the Company entered into an
          agreement with Preferred Securities Group, Inc. ("PSC") for twelve
          month period expiring in March 1999. Pursuant to the agreement,
          PSC shall, provide such regular and customary consulting services
          requested by the Company which may include, but will not be
          limited to, (i) the dissemination of permissible information about
          the Company to the investment community; (ii) assistance with the
          preparation of annual and interim reports and press releases;
          (iii) assistance with financial public relations; (iv) assistance
          in dealing with investment bankers and securities analysts and (v)
          providing advice and analysis with respect to trading in the
          Company's securities and other market conditions generally
          pursuant to this agreement, PSC is entitled to receive a fee of
          $2,500 per month for the term of the agreement and was granted
          irrevocable two-year warrants to purchase 225,000 shares of the
          Company's common stock at $6.50 per share. The warrants are
          exercisable 10% per month commencing June 15, 1998.

                                      F-18

<PAGE>
                        UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements


NOTE 13 - SUBSEQUENT EVENTS  (Continued)

          Agreement with CCEC - The Company entered into an agreement with
          Continental Capital & Equity Corporation ("CCEC") whereby CCEC
          will provide services which may include, but will not be limited
          to (i) the dissemination of permissible information about the
          Company to the investment community; (ii) advise and assist the
          Company in developing and implementing plans in the achievement of
          the Company's desired goals; (iii) assistance in dealing with
          investment bankers and securities analysts; (iv) publicize the
          Company to brokers, prospective investors and shareholders through
          CCEC's network and (v) provide consulting services with respect to
          providing advice and analysis on the trading of the Company's
          stock and other market conditions. Services to be performed under
          this agreement shall continue for not less than 12 months. In
          consideration of the services to be performed the Company paid
          CCEC $250,000 payable in 40,000 free trading shares of the
          Company's common stock at the date of execution of the agreement.
          CCEC also received an option to purchase 100,000 shares of common
          stock valued as follows: 50,000 shares valued at $9.00 and 50,000
          shares valued at $12.00. CCEC may exercise its right to purchase
          shares of the Company's common stock pursuant to the option
          agreement in minimum increments of 10,000 shares. CCEC's right to
          purchase shares of the Company's common stock pursuant to this
          option will expire one year to the day that the registration
          statement registering the underlying shares is deemed effective.

           Sale of Warehouse - In May 1998, the Company sold 1 of 3 warehouse
           units located in Miami, Florida for $475,800. The proceeds from this
           sale were used to pay a portion of the line-of-credit.


NOTE 14 - GOING CONCERN

          As of December 31, 1997 the Company had a working capital
          deficiency of approximately $7,900,000. The deficiency in the
          working capital has created a situation whereby the Company is
          unable to process orders due to the shortage of working capital.
          This backlog of orders has also affected the Company's ability to
          continue as a going concern due to a substantial decrease in
          revenues for the first quarter of 1998.

                                      F-19




<PAGE>


No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer contained herein, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any Underwriter. This Prospectus does not constitute an offer
of any securities other than those to which it relates or an offer to sell, or a
solicitation, in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation. The delivery of this Prospectus, under any
circumstances, at any time, does not imply that the information contained herein
is correct as of any time subsequent to its date.
                     ------------
                   TABLE OF CONTENTS
                                                 Page
                                                 ----
Prospectus Summary..........................
Risk Factors................................
Use of Proceeds.............................
Dividend Policy.............................
Dilution....................................
Capitalization..............................
Selected Financial Data.....................
Management's Discussion and
 Analysis of Financial Condi-
 tion and Results of  Operation.............
Business....................................
Management..................................
Certain Transactions........................
Concurrent Offering.........................
Principal Shareholders......................
Description of Securities...................
Shares Eligible for Future
 Sale.......................................
Underwriting................................
Legal Matters...............................
Experts.....................................
Additional Information......................
Index to Financial Statements...............

Until _________, 1998 (90 days after the commencement of this offering), dealers
effecting transactions in registered securities, whether or not participating in
the distribution, may be required to deliver a Prospectus.


           UNITED INFORMATION SYSTEMS, INC.


                     Common Stock



                      PROSPECTUS



                     May ___, 1998



                                       

<PAGE>

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.*

         Registration Fees - Securities and
            Exchange Commission                               $     7,795.31
         Filing Fee - National Association
             Securities Dealers                               $     ________
         Transfer Agent Fees                                  $     1,035.73
         Cost of Printing and Engraving                       $     ________
         Legal Fees and Expenses                              $     ________
         Accounting Fees and Expenses                         $     ________
         Blue Sky Fees and Expenses                           $     ________

         Miscellaneous                                        $     ________

                  Total                                       $     ________

*Estimated

Item 14.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware, under which
jurisdiction the Company is incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         The Certificate of Incorporation and By-Laws of the Company require the
Company to indemnify its Directors and officers to the fullest extent permitted
by the General Corporation Law of 


                                      II-1
<PAGE>

the State of Delaware.


Item 15.  Recent Sales of Unregistered Securities.

         Unless otherwise indicated, all sales of unregistered securities
referred to in this section were exempt from registration pursuant to section
4(2) under the Securities Act of 1933, as amended, inasmuch as each investor had
access to financial and other information concerning the Company and had the
opportunity to ask questions concerning the Company and its operations.

         On February 23, 1996 the Company issued (i) 35,000 shares of Series A
Convertible Preferred Stock; (ii) and promissory notes in the aggregate amount
of $310,000 in partial consideration for the acquisition of K-Pasa, Inc. Also on
February 23, 1996, the Company issued 1,824,921 shares of Common Stock raising
$200,000 therefrom and a promissory note in the amount of $50,000 which proceeds
were used as additional consideration to consummate the acquisition of K-Pasa,
Inc.

         On May 9, 1996, the Company completed a private offering of 14,400
shares of its common stock to Sampas Overseas, Inc. On August 9, 1996, the
Company issued 315,000 shares of Convertible Preferred Stock to a shareholder in
consideration for the cancellation of a $211,765 note of which the Company was
the maker.

         On August 19, 1996, the Company issued 315,000 shares of Series C
Convertible Preferred Stock to Milton Barbarosh and the Stenton Leigh Group,
Inc. in consideration for the cancellation of a $315,000 note on which the
Company was maker.

         On August 20, 1996, the Company issued an aggregate of 100,000 shares
of its Common Stock to Irwin Jacobson and Mark Scharman which issuance was
required as part of an adjustment to shares previously issued and sold.

         On August 21, 1996, the Company completed a private offering of
2,577,705 shares of its common stock to Angus Hay, Gerard Thompson, Stanley
Rumbough, Jr., Pedro Alves and Milton Barbarosh for an aggregate of $200,000.

         On October 2, 1996, the Company issued an aggregate of 362,000 shares
of its common stock to I.W. Miller and Company, Inc., Frank Miller, John
Masters, Gerard Thompson and Angus Hay in consideration for services rendered to
the Company.

         On December 17, 1996, the Company completed a private offering of 2,000
shares of its common stock to Veronica De Los Santos and Kathy Palomo for
services rendered.

         On October 15, 1997, the Company completed a private offering of 50,000
of its common stock to Frank Miller in consideration of services rendered to the
Company by Mr. Miller.

         On November 17, 1997, the Company granted 2M Capital Corporation ("2M")
options to purchase 500,000 shares of common stock in the Company in
consideration for services rendered, or to be rendered, under the terms of a
consulting agreement between the Company and 2M Capital Corporation. Under the
terms of the Consulting Agreement, which has an initial term of two (2) years,


                                      II-2
<PAGE>

2M is obligated to assist the Company in (i) implementing and monitoring an
investor relations program with investors, investment advisors, market makers
and stockbrokers including, but not limited to, meeting with the foregoing and
arranging for principal officers of the Company to meet with the foregoing; and
(ii) implementing and monitoring a strategic planning process for the Company.

         On September 30, 1997, the Company completed a private offering in
which it issued a 5% Convertible Debenture ("Debenture A") for $100,000 to a
single investor. Debenture A entitles the holder thereof to convert the
Debenture into 323,545 shares of Common Stock of the Company at a conversion
price of $.3090 per share.

         On October 15, 1997, the Company completed a private offering in which
it issued a 5% Convertible Debenture ("Debenture B") for $230,000 to a single
investor. Debenture B entitles the holder thereof to convert the Debenture into
423,769 shares of Common Stock of the Company at a conversion price of $.5427.

         On November 14, 1997, the Company commenced an private offering of
950,000 shares of its Common Stock at $2.22 per share under Rule 506 of
Regulation D through which the Company sold 862,000 shares and received net
proceeds of $1,774,934.06. The proceeds from the offering were used to
consummate the acquisition by the Company of the UIS Companies.

         On November 17, 1997, the Company entered into an agreement with Hirel
Holdings, Inc. ("HHI") and Hirel Marketing, Inc. ("HMI"), a wholly-owned
subsidiary of HHI, pursuant to which the Company issued HHI Two Hundred Thousand
(200,000) shares of Common Stock in exchange for HMI and HHI releasing the
Company and the UIS Companies from and against any and all rights or claims HMI
and HHI may have had with respect to the Company's acquisition of the UIS
Companies. Prior to November 1997, HHI and HMI engaged in substantial
negotiations with the UIS Companies in connection with HMI with the objective of
acquiring the UIS Companies. Under the terms of the Agreement with HHI and HMI,
the 200,000 shares of common stock received by HHI are being registered in the
registration statement of which this Prospectus forms a part. Mr. Montelione, a
six (6%) percent shareholder of the Company and member of the Oversight
Committee, is also a consultant and director of HHI.

         On November 17, 1997, the Company entered into an agreement with HHI
and Vincent Montelione for the purpose of inducing HHI to amend its Employment
Agreement with Mr. Montelione to enable Mr. Montelione to enter into a
Consulting Agreement with the Company. Pursuant to the Agreement, HHI
represented that it did not have, and shall not have, any cause or causes of
action against the Company by virtue of any covenants against competition that
may have previously been executed by Mr. Montelione with HHI in such prior
Employment Agreement or pursuant to a current consulting agreement between Mr.
Montelione and HHI, and that Mr. Montelione does not possess any "confidential
information," as such term is defined under the prior Employment Agreement, that
does or could relate to the UIS Companies. In consideration of the foregoing,
HHI received Two Hundred Thousand (200,000) shares of the Company's Common
Stock, One Hundred Thousand (100,000) of such shares are subject to certain
restrictions upon transferability, imposed by the Company, for a twenty-four
(24) month period from November 17, 1997. Under the terms of the Agreement with
HHI, the Two Hundred Thousand (200,000) shares received by HHI are being
registered in the registration statement of which this Prospectus forms a part.
Mr. Montelione will remain a Director, and principal shareholder of HHI. Mr.
Montelione is also a six (6%) percent shareholder of the 

                                      II-3
<PAGE>

Company and a member of the Oversight Committee.

         On January 5, 1998, the Company issued 125,000 shares of common stock
of the Company to Capital Communications, Ltd. ("Capital") in consideration for
services to be rendered by Capital to the Company pursuant to the terms of a
twelve month consulting agreement. Under the terms of the consulting agreement,
Capital will assist and advise the Company in investor communications and
financial and investor public relations. The Company granted Capital certain
piggy-back registration rights with respect to the common stock; however,
Capital has agreed not to sell the shares until March 1, 1999 or the termination
of the Consulting Agreement without the prior consent of the Company.

         On March 12, 1998, the Company granted warrants (the "PSG Warrants") to
purchase an aggregate of 225,000 shares of Common Stock of the Company at an
exercise price of $6.50 per share to Preferred Securities Group, Inc. ("PSG")
pursuant to the terms of a twelve month Consulting Agreement between the Company
and PSG. Under the terms of the consulting agreement, PSG will provide certain
corporate financing consulting services to the Company. Beginning on June 10,
1998, 22,500 of the PSG Warrants will vest each month for the consecutive ten
(10) month period.

         On April 8, 1998, the Company entered into a Client Services Agreement
with Continental Capital & Equity Corporation ("Continental"). Pursuant to the
terms of the Agreement, the Company granted Continental options to purchase an
aggregate of 100,000 shares of Common Stock, with 50,000 of such options
exercisable at $9.00 per share and the remaining 50,000 options exercisable at
$12.00 per share. The exercise period commences on the date this Registration
Statement becomes effective and for a period of one year thereafter.

Item 16.  Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>

Exhibit No.    Description of Exhibits

<S>                        <C>                                                   
2.1                        Reorganization Agreement by and among Seaton Group, Inc., United Information Systems, Inc., UIS
                           Industrial LTDA, and the Shareholders of United Information Systems, Inc. and UIS Industrial LTDA
                           dated November 17, 1997 (the "Reorganization Agreement").(1)

2.2                        Amendment No. 1 to the Reorganization Agreement dated November 21, 1997.(1)

3.1                        Articles of Incorporation of The Oceana Group, Inc. dated February 10, 1986.(1)

3.2                        Certificate of Amendment to the Certificate of Incorporation of The Oceana Group, Inc.
                           dated March 20, 1992 filed March 23, 1992.(1)

3.3                        Certificate of Amendment to the Certificate of Incorporation of Classic Video Theatre,
                           Inc. dated May 2, 1996 filed May 10, 1992.(1)

3.4                        Certificate of Amendment to the Certificate of Incorporation of Seaton Group, Inc.
                           dated May 2, 1996 filed May 13, 1996.(1)

                                      II-4
<PAGE>

3.5                        Certificate of Amendment to the Certificate of Incorporation of Seaton Group, Inc.
                           filed November 18, 1997.(1)

3.6                        Certificate of Designation of Series C Convertible Preferred Stock dated November 18,
                           1997.(1)

3.7                        Certificate of Elimination of Series A&C Convertible Preferred Stock of Seaton Group,
                           Inc. filed November 18, 1997.(1)

3.8                        Certificate of Amendment to the Certificate of Incorporation of Seaton Group, Inc.
                           filed December 3, 1997.(1)

3.9                        Bylaws of The Oceana Group(1)

4.1                        Form of Common Stock Certificate(2)

5.                         Opinion of Dreier & Baritz, L.L.P. as to the validity of the securities being
                           registered(2)

10.1                       Agreement between Seaton Group, Inc., Hirel Holdings, Inc. and Hirel Marketing, Inc.
                           dated November 17, 1997.(1)

10.2                       Amendment to Agreement between Seaton Group, Inc., Hirel Holdings, Inc. and Hirel
                           Marketing, Inc. dated November 17, 1997.(1)

10.3                       Agreement between Seaton Group, Inc., Hirel Holdings, Inc. and Vincent Montelione
                           dated December 1, 1997.(1)

10.4                       Consulting Agreement between Seaton Group, Inc. and 2M Capital Corp. dated November
                           17, 1997.(1)

10.5                       Amendment to Consulting Agreement between Seaton Group, Inc. and 2M Capital Corp.
                           dated November 17, 1997.(1)

10.6                       Indemnification Agreement between Seaton Group, Inc. and United Information Systems,
                           Inc. and UIS Industrial Ltda. dated November 17, 1997.(1)

10.7                       Employment Agreement between Seaton Group, Inc. and Carlos Maia dated November 17,
                           1997.(1)

10.8                       Consulting Agreement between United Information Systems, Inc. and
                           Preferred Securities, Inc. dated April 13, 1998.(1)

10.9                       Consulting Agreement between  United Information Systems, Inc. and
                           Capital Communications, Ltd. dated January 5, 1998.(1)

                                      II-5
<PAGE>

10.10                      Client Service Agreement between Continental Capital & Equity Corp.
                           and United Information Systems, Inc. dated April 8, 1998.(1)

10.11                      Voting Trust Agreement between Carlos Maia and Jorge Miguel Maia. (2)

10.12                      Investment Banking Services Agreement between United Information Systems, Inc.
                           and JCA Investment Banking dated March 12, 1998.(1)

22.                        Subsidiaries(1)

23.1                       Consent of Spear, Safer, Harmon and Co.(1)

23.2                       Consent of Dreier & Baritz, L.L.P. [included as part of Exhibit 5.](2)

27.                        Financial Data Schedule(1)

</TABLE>

----------------

1.       Filed herewith.
2.       To be filed.


Item 17.  Undertakings.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officer, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

         The undersigned registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement which:

                  (i)  includes any prospectus required by section 10(a)(3) of 
         the Securities Act of 1993;

                  (ii) reflects in the prospectus any facts or events arising
         after the effective date of


                                      II-6
<PAGE>

         the registration statement (or the most recent post-effective amendment
         thereof) which, individually or in the aggregate, represent a
         fundamental change in the information set forth in the registration
         statement.

                  (iii) includes any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (d) (i) that for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

                  (ii) that for the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      II-7
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Miami, State
of Florida on the _____ day of May, 1998.

                                   UNITED INFORMATION SYSTEMS, INC.


                                   By:      /s/ Carlos Maia
                                            ------------------------------------
                                            Carlos Maia, Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

         Signature                                    Title                              Date
         ---------                                    -----                              ----

<S>                                         <C>                                   <C>    
                                            Chairman of the Board and
                                            Chief Executive Officer
/s/ Carlos Maia                             (Principal Executive Officer)           May ___, 1998
--------------------------------
Carlos Maia


/s/ Saul Maia                               President and Director                  May ___, 1998
----------------------------------
Saul Maia

                                            Chief Financial Officer,
                                            Treasurer and Director
/s/ William Cuervo                          (Principal Accounting Officer)          May ___, 1998
--------------------------------
William Cuervo
</TABLE>

                                      II-8
[{"type": "S-1", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 241337}]
{"company-data": {"conformed-name": "UNITED INFORMATION SYSTEMS INC", "cik": "0001061694", "assigned-sic": "", "irs-number": "650267989", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-52719", "film-number": "98621835"}, "business-address": {"street1": "10400 NW 33RD ST", "street2": "STE 110", "city": "MIAMI", "state": "FL", "zip": "33172", "phone": "3054773050"}, "mail-address": {"street1": "10400 NW 33RD ST", "street2": "STE 110", "city": "MIAMI", "state": "FL", "zip": "33172"}}
As filed with the Securities and Exchange Commission on May 14, 1998
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-1
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 --------------

                        UNITED INFORMATION SYSTEMS, INC.
                        --------------------------------
               (Exact name of Company as specified in its charter)

    65-0267989                Delaware                      3571
    ----------                --------                      ----
(I.R.S. Employer    (State or other jurisdiction    (Primary Standard Industrial
Identification No.) of incorporation or organization) Classification Number)

                                10400 NW 33rd St.
                                   Suite 110
                              Miami, Florida 33172
                                 (305) 477-3050

                (Name, address, including zip code, and telephone
             number, including area code, of registrant's principal
                               executive offices)

                      Carlos Maia, Chief Executive Officer
                        United Information Systems, Inc.
                          2201 N.W. 102nd Place, Unit 3
                              Miami, Florida 33172
                                 (305) 477-3050

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                              Neil S. Baritz, Esq.
                             Dreier and Baritz, LLP.
                              1515 N. Federal Hwy.
                                    Suite 300
                              Boca Raton, FL 33432

       Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
       If any of the  securities on this Form are to be offered on a delayed or
continuous  basis  pursuant to Rule 415 under the Securities Act of 1933, check
the following box: [X]
       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. 9
       If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
       If delivery of the  prospectus is expected to be made pursuant to Rule
434,  please check the following box. [ ]
CALCULATION OF REGISTRATION FEE

------------------------ ---------------------- ---------------------- ---------------------- ----------------------

    Title of each
      class of                                    Proposed maximum       Proposed maximum
  securities to be           Amount to be          offering price        aggregate offer-           Amount of
     registered               registered          per share (1)(2)        ing price(1)(2)       registration fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock,
   $.001 par value
      per share            4,330,729 Shares             $5.94               $25,724,530             $7,795.31
------------------------ ---------------------- ---------------------- ---------------------- ----------------------

        Total              4,330,729 Shares             $5.94               $25,724,530             $7,795.31
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1)      The offering price was estimated based on the average of the low and
         high sales prices for the Common Stock of the Company as reported on
         the Over-The-Counter Bulletin Board on May 12, 1998 which was $5.94.

(2)      Estimated  solely for the  purpose of  calculating  the  registration 
         fee  pursuant to Rule 457 under the Securities Act of 1933, as amended.

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

                                EXPLANATORY NOTE

         This Registration Statement covers the registration of (i) up to
4,330,729 shares of Common Stock, $.001 par value ("Common Stock") of United
Information Systems, Inc. (the "Company"), a Delaware corporation, for sale by
the holders thereof (the "Selling Security Holders"), subject to the contractual
restrictions that certain of the Selling Security Holders may not sell all or a
portion of such Selling Security Holders' Stock for a specified period as
described in the Prospectus of which this Registration Statement forms a part.

                                       ii
UNITED INFORMATION SYSTEMS, INC.

               Cross Reference Sheet for Prospectus Under Form S-1

         Form S-1 Item No. and Caption                      Caption or Location in Prospectus
1.      Forepart of the Registration                       Cover Page; Cross Reference
         Statement and Outside                              Sheet; Outside Front Cover
         Front Cover of Prospectus                          Page of Prospectus

 2.      Inside Front and Outside Back                      Inside Front and Outside Back
         Cover Pages of Prospectus                          Cover Pages of Prospectus

 3.      Summary Information, Risk                          Prospectus Summary; Risk Factors
         Factors and Ratio of Earnings
         to Fixed Charges

 4.      Use of Proceeds                                    Use of Proceeds

 5.      Determination of Offering                          Cover Page; Risk Factors
         Price

 6.      Dilution                                           Not Applicable

 7.      Selling Security Holders                           Cover Page; Selling Security Holders

 8.      Plan of Distribution                               Outside Front Cover Page of Prospectus;
                                                            Sales by Selling Security Holders

 9.      Description of Securities to                       Description of Securities;
         be Registered                                      Sales by Selling Security
                                                            Holders

10.      Interest of Named Experts                          Legal Matters; Experts
         and Counsel

11.      Information with Respect                           The Company; Selected Financial Information;
         to the Registrant                                  Management's Discussion and Analysis of Financial
                                                            Condition and Results of Operations; Management;
                                                            Executive Compensation;
                                                            Management - Principal Stockholders

12.      Disclosure of Commission                           Management - Indemnification of Officers
         Position on Indemnification                        and Directors
         For Securities Act Liabilities
iii
PROSPECTUS

                    SUBJECT TO COMPLETION, DATED MAY 14, 1998
                                4,330,729 Shares
                        UNITED INFORMATION SYSTEMS, INC.

         This Prospectus (the "Prospectus") relates to the offer and sale of
4,330,729 shares of Common Stock, $.001 par value (the "Common Stock"), of
United Information Systems, Inc., a Delaware corporation (the "Company") by
certain stockholders of the Company (the "Selling Security Holders"). Of the
4,330,729 shares of Common Stock offered hereby (the "Shares"), an aggregate of
747,314 Shares were issued upon conversion of a series of the Company's 5%
Convertible Debentures, in the aggregate principal amount of $330,000 (the
"Debentures") held by certain of the Selling Security Holders; 862,000 shares
were issued in a private placement transaction undertaken by the Company in
November, 1997, and 1,120,266 shares were issued pursuant to the terms of a
Reorganization Agreement dated November 17, 1997. The Shares are being
registered by the Company pursuant to registration rights granted to the Selling
Security Holders.

         The Common Stock of the Company is quoted on the National Association
of Securities Dealers, Inc. Over-the-Counter Bulletin Board under the symbol
UISI. The Shares offered hereby may be sold, from time to time, publicly through
broker-dealers acting as agents for Selling Security Holders, or in private
sales. See "Selling Security Holders" and "Plan of Distribution." The Company
will not receive any of the proceeds from the sale of the Shares offered hereby
by the Selling Security Holders. All costs and fees in connection with the
registration of the Shares offered hereby will be borne by the Company.
Brokerage commissions, if any, directly attributable to the sale of the Shares
will be borne by the Selling Security Holders.

         THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK
FACTORS" BEGINNING ON PAGE 7.

         THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

         INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                  The date of this Prospectus is May 14, 1998
The Company intends simultaneously with the filing hereof to apply for
inclusion of the Common Stock on the Nasdaq SmallCap Market, although there can
be no assurance that such securities will be accepted for quotation or, if
accepted, that an active trading market will develop. Additionally, if the
Company's securities are accepted for quotation and active trading develops, the
Company is required to maintain certain minimum criteria established by Nasdaq,
and there can be no assurance that the Company will be able to continue to
fulfill such criteria. See "Risk Factors."

         The Company has been advised by the Selling Security Holders that they
may sell all or a portion of the Securities offered hereby from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and that such shares will be sold at market prices
prevailing at the time of such sales or at negotiated prices. The Company will
not receive any of the proceeds from the sale of the Securities offered hereby.
In connection with such sales, the Selling Security Holders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act of 1933. See "Use of Proceeds" and "Sales by Selling
Security Holders."

         All costs, expenses and fees in connection with the registration of the
shares of Common Stock offered hereby will be borne by the Company. Brokerage
commissions, if any, directly attributable to the sale of the Shares will be
borne by the Selling Security Holders.

         THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.

         No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offer
contained in this Prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Security Holders. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy the Shares offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale hereunder shall under any circumstances create any implication that
there has been no change in the affairs of the Company since the date hereof.

                              AVAILABLE INFORMATION

         The Company does not file reports or other information with the
Securities and Exchange Commission (the "Commission"). However upon the
effectiveness of this Registration Statement, the Company will become subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended, and in accordance therewith will be obligated to file reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade Center, New
2
York, New York 10048. Copies of such material may be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Copies of such material can be
obtained upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission. The address of the Web site is
(http://www.sec.gov).

         The Company has, upon request, previously made available its annual
audited financial statements and prospectively, intends to furnish its
stockholders with annual reports containing audited financial statements and may
distribute quarterly reports containing unaudited summary financial information
for each of the first three quarters of each fiscal year.

         This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Act"), omits certain information contained in the Registration
Statement in accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby.

         The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Executive Vice President,
Corporate Development, United Information Systems, Inc., 104000 NW 33rd St.,
Suite 110, Miami, Florida 33172. Telephone (305) 477-3050.

                                       3
PROSPECTUS SUMMARY

         The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements and the notes thereto
appearing elsewhere in this Prospectus. As used in this Prospectus, the term
"Company" refers to United Information Systems, Inc., a Delaware corporation,
and its wholly-owned subsidiaries, United Information Systems, Inc., a Florida
corporation, and UIS Industrial, Ltda, a Brazil corporation. Unless otherwise
indicated, all figures contained herein are stated in U.S. Dollars.

                                   The Company

         United Information Systems, Inc. (the "Company"), was organized under
the laws of the State of Delaware on February 10, 1986 under the name The
Oceania Group, Inc. Subsequent to incorporation, the Company consummated the
purchase and eventual sale of certain business operations. As of June 30, 1997,
the Company had sold all of its assets and conducted no business.

         On November 17, 1997, the Company acquired United Information Systems,
Inc. ("UIS Miami"), a Florida corporation, and UIS Industrial Ltda ("UIS
Brazil"), a corporation organized under the laws of Brazil, (UIS Miami and UIS
Brazil collectively referred to as the "UIS Companies") in a stock for stock
transaction under the terms of a Reorganization Agreement (the "Reorganization
Agreement"). Through the terms of the Reorganization Agreement, the shareholders
of the UIS Companies transferred all outstanding stock of the UIS Companies to
the Company and in return received approximately 67.50% of the outstanding
common stock in the Company. As a result of the transaction, the UIS Companies
became wholly owned subsidiaries of the Company. The Company changed its
corporate name to United Information Systems, Inc. effective December 3, 1997.

         The Company, through its wholly-owned and 99.5% subsidiaries, UIS Miami
and UIS Brazil, respectively, is a U.S.-headquartered manufacturer and
distributor of microcomputers and related peripherals within the Federal
Republic of Brazil. The Company's products, which include personal computers,
multimedia systems, monitors, keyboards and other input/output devices, are
marketed under the Company's proprietary "UIS" brand name and other brand names
for distribution through a variety of channels in the Brazilian marketplace. In
addition, the Company maintains an engineering support center dedicated to
assisting the Company's customers in maintaining effective networking and system
integration solutions.

         The Company is listed on the National Association of Securities Dealers
Over the Counter Bulletin Board under the symbol "UISI". The Company's fiscal
year end is December 31. The Company's executive offices are located at 10400 NW
33rd St., Suite 110, Miami, Florida 33172, and its telephone number is (305)
477-3050.

                                  The Offering
Common Stock Outstanding
Prior to Offering...........................................      8,405,533 shares

Common Stock Offered By.....................................      4,330,792 shares
Selling Security Holders

                                       4
Risk Factors................................................      Investment in  the shares of Common Stock
                                                                  offered hereby involves a high degree of risk                 
                                                                  and immediate and substantial  dilution from the
                                                                  price to the  public. See "Risk  Factors," and
                                                                  "Certain Transactions."

Use of Proceeds.............................................      The Company will not receive proceeds from the
                                                                  sale of the Shares offered hereunder by the
                                                                  Selling Security Holders.

Nasdaq OTC Bulletin Board Symbol............................      "UISI"
5
Summary Financial Data

         The following table sets forth certain summary financial information.
The summary statement of operations data for the years ended December 31, 1997,
1996 and 1995 are derived from the Consolidated Financial Statements of the
Company, which have been audited by Spear Safer & Harmon & Co., independent
certified public accountants. The Consolidated Financial Statements for the
periods indicated above, and the report thereon, appear elsewhere in this
Prospectus. The data in such tables should be read together with "Selected
Financial Data" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and the
notes thereto, appearing elsewhere herein.

Consolidated Statement of Operations Data:

                        United Information Systems, Inc.
                            Summary Finanicial Data
                 For the Three Years Ended December 31st, 1997
Fiscal Years Ended December 31st, 1998
                                                  --------------------------------------

                                                   1997            1996           1995
                                                   ----            ----           ----
Income Statement Data:
---------------------

          Net Sales......................         105,245,366     91,390,274      72,545,510
          Gross Profit...................          27,373,173     12,876,724      11,492,728
          Operating Income...............          10,059,019      5,450,349       5,431,203
          Income Before Income Taxes ....           5,845,229      3,696,715       2,856,385
          Income Taxes...................                   -              -          12,000
          Net Income.....................           5,845,229      3,696,715       2,844,385

Per Share Data:
--------------

          Net Income per Share (Basic)...                0.86           0.56            0.43
          Net Income per Share (Diluted).                0.85           0.56            0.43
          Weighted Average Shares               
          Outstanding...................            6,805,124      6,602,566       6,602,566

Balance Sheet Data:
------------------

          Current Assets.................          20,659,103     35,440,832      28,135,904
          Working Capital................          (7,917,990)     5,948,845       6,661,003
          Average Working Capital........            (984,573)     6,304,924       3,330,502
          Long Term Assets...............          24,180,690      4,445,889         726,901
          Total Assets...................          44,839,793     39,886,721      28,862,805
          Current Liabilities............          28,577,093     29,491,987      21,474,901
          Long Term Liabilities..........              75,428        223,787           8,913
          Total Liabilities..............          28,652,521     29,715,774      21,483,814
          Shareholder's Equity...........          16,187,272     10,170,947       7,378,991
          Total Liabilities and                  
          Shareholder's Equity...........          44,839,793     39,886,721      28,862,805

Financial Ratio Analysis
------------------------

Liquidity:
          Quick Ratio                                  44.487%        71.258%         90.437%
          Current Ratio                                72.293%       120.171%        131.018%
          Working Capital to Total Assets             -17.658%        14.914%         23.078%

Efficiency:
          Accounts Receivable Turnover                  6.463          4.756           7.847
          Age of Accounts Receivables                  56.477         76.747          46.517
          Inventory Turnover                            7.268          6.996          14.237
          Working Capital Turnover                   -106.894         14.495          21.782

Position and Coverage:
          Debt to Equity:                                 177%           292%            291%
          Debt to Total Assets                             64%            75%             74%

Profitability:
          Return on Sales                               5.554%         4.045%          3.921%
          Return on Total Assets                       24.838%        16.611%         37.100%
          Return on Owner's Equity                     44.352%        42.128%         77.094%
6
RISK FACTORS

         AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES
THERETO, IN EVALUATING AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED
HEREBY.

Need for Additional Funds.

Continuation as a Going Concern

         The Company's independent auditors have included an explanatory
paragraph in their report on the Company's financial statements stating that the
Company has a substantial working capital deficiency of approximately
$7,900,000. The explanatory paragraph also states that the deficiency has
created a situation whereby the Company is unable to process orders due to the
shortage of working capital. The Company's failure to process its orders has
affected the Company;s ability to continue as a going concern. See "note 14 to
Notes to Financial Statements."

         The Company believes that its current cash should be sufficient to
enable the Company to continue funding its operations at currently budgeted
spending levels. However, the Company's cash requirements may vary materially
from those now planned because of, among other things, changes in the focus and
direction of the Company, competitive and technological advances and other
factors. The Company intends to address its capital needs on an ongoing basis,
and if necessary, will attempt to raise funds through a private placement or
public offering of its securities, however no assurance can be given that such
capital will be available or if available, on terms acceptable to the Company.
See "Liquidity and Capital Resources."

Foreign Exchange Risk

         The relationship of Brazil's currency to the value of the United States
dollar, and the relative rate of devaluation of Brazil's currency, may affect
the Company's operating results. In particular, the Company's accounts
receivable are denominated in the Brazilian local currency, the Real, and
initially recorded in Real for purposes of United States audit, reporting and
financial statement purposes. Thereafter, the Company's operating results are
converted to United States dollars. Accordingly, since the Consolidated
Financial Statements of the Company are prepared in United States dollars, the
Company can experience fluctuations of both revenues and expenses due to the
translation of Real to United States dollars and any significant devaluation of
the Real relative to the United States dollar could have a material adverse
effect on the Company's operating results. See Conditions in Brazil.

Competition

         The manufacturing and distribution of computer equipment and related
products is highly competitive and requires substantial capital. The Company
competes with, and will compete with, numerous international, national, and
regional companies, many of which have significantly larger operations and
greater financial, marketing, human, and other resources than the Company, which
may give such competitors competitive advantages, including economies of scale
and scope. No assurance can be given that the Company will successfully compete
in any market in which it conducts or may conduct operations.

Political and Economic Uncertainty

         Notwithstanding the recent stability of the Brazilian economy and
Brazil's unrestricted foreign exchange market, the Brazilian economy has been
characterized by frequent and occasionally substantial intervention by the
Brazilian Government. The Brazilian Government has, in the past, substantially
influenced monetary, credit, tariff, and other policies, including exchange
rates, and has 

                                       7
utilized price and wage controls, the restriction of bank accounts, capital
controls, and restrictions on exports to influence the economy, including to
reduce extremely high levels of inflation. In addition, the Brazilian political
environment has been characterized by high levels of uncertainty since the
country returned to civilian rule in 1985. Furthermore, there have been periodic
strikes among workers in Brazil's public sector, and any such incidents in the
future could have a material adverse effect on the Company's operations during
such periods. Future changes in, or the implementation of, such policies, and
increased Brazilian political uncertainty, could also have a material adverse
effect on the Company and its financial results. See "Conditions in Brazil."

Consequences of Technological Changes

         The market for the Company's products is characterized by continuous
and rapid technological advances and evolving industry standards. Compatibility
with industry standards in areas such as operating systems and communications
protocols is material to the Company's marketing strategy and product
development efforts. In order to remain competitive, the Company must respond
effectively to technological changes by continuing to enhance and improve its
existing products to incorporate emerging or evolving standards and by
successfully developing and introducing new products that meet customer
requirements. There can be no assurance that the Company will successfully
develop, market, or support such products or that the Company will respond
effectively to technological changes or new product announcements or
introductions by others. In the event that the Company does not enhance and
improve its products, the Company's sales and financial results could be
materially adversely affected. In addition, there can be no assurance that, as a
result of technological changes, a portion of the inventory of the Company would
not be rendered obsolete. See "Business -- Products."

Dependence on Key Personnel; Recruitment of Additional Personnel

         The Company is dependent upon the efforts and abilities of Carlos Maia,
its Chairman of the Board and Chief Executive Officer, Saul Maia, its President
and Chief Operating Officer and William Cuervo its chief Financial Officer.
Carlos Maia and Saul Maia are brothers. Carlos Maia has entered into an
employment agreement with the Company which terminates in November, 2000. The
Company has obtained key man life insurance in the amount of $2.0 million on the
life of Carlos Maia. The policy names the Company as beneficiary. The loss or
unavailability of the services of or any of the Company's key personnel for any
significant period of time could have a material adverse effect on the Company's
business prospects.

         The ability of the Company to attract and retain highly skilled
personnel is critical to the operations of the Company. To date, the Company has
been able to attract and retain the personnel necessary for its operations.
However, there can be no assurance that the Company will be able to do so in the
future. If the Company is unable to attract and retain personnel with necessary
skills when needed, its business could be materially adversely affected. See
"Management."

Assets Outside the U.S.; Enforceability of Civil Liabilities Against Foreign
Persons

         While the Company is a United States corporation organized under the
laws of the State of Delaware, UIS Brazil, a wholly-owned subsidiary of the
Company, is a company organized under the laws of Brazil and is domiciled in
Brazil. In connection therewith and as a result, for the foreseeable future, a
substantial portion of the Company's assets will be held or used outside the
United States (in Brazil). As a result, it may not be possible for investors to
enforce against the Company in United 

                                       8
States courts judgments of such courts predicated upon the civil liability
provisions of the federal securities laws.

No Dividends

         The Company has not paid any cash dividends on its Common Stock since
its inception and does not anticipate paying cash dividends on its Common Stock
in the foreseeable future. For the foreseeable future, the Company intends to
reinvest earnings of the Company, if any, in the development and expansion of
its business. See "Dividend Policy."

Control of the Company by Management

         Immediately prior to this offering, management of the Company owned
approximately 63.9 % of the outstanding shares of the Company. Immediately
following this offering, management of the Company will own approximately 50.7%
of the outstanding shares of Common Stock. Accordingly, the management of the
Company will have the ability to elect the Company's entire Board of Directors
and control the outcome of all matters submitted to a vote of the shareholders
of the Company. See "Principal Shareholders," "Description of Securities."

Government Regulation

         The manufacture of computer equipment and related products is subject
to various forms of government regulation in the United States and Brazil. The
Company and its operations are affected by technology transfer and licensing
regulations, tariff regulations, regulations governing currency conversion and
transfers of profits between jurisdictions, and labor regulations, among others.
While the Company does not believe that such regulations adversely effect the
Company or its business presently, there can be no assurance that such
regulations will not materially adversely affect the Company in the future. In
addition, the government of Brazil has exercised, and continues to exercise,
substantial influence over many aspects of the private sector in Brazil.

Authorization of Preferred Stock; Possible Anti-Takeover Effects

         The Board of Directors is authorized to issue shares of preferred stock
and to determine the dividend, liquidation, conversion, redemption, and other
rights, preferences, and limitations of such shares without any further vote or
action of the shareholders. Accordingly, the Board of Directors is empowered,
without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting, or other rights which could adversely affect
the voting power or other rights of the holders of the Common Stock. In the
event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging and delaying or preventing a change
in control of the Company. The Company has no present intention to issue any
shares of its preferred stock, although there can be no assurance that the
Company will not do so in the future. See "Description of Securities --
Preferred Stock."

Outstanding Warrants and Options.

         The Company has outstanding (i) warrants issued to purchase an
aggregate of 225,000 shares of Common Stock; and (ii) options granted to 
consultants to the Company to purchase an aggregate of 

                                       9
600,000 shares of Common Stock. Holders of such warrants and options are likely
to exercise them when, in all likelihood, the Company could obtain additional
capital on terms more favorable than those provided by the warrants and options.
Further, while these warrants and options are outstanding, the Company's ability
to obtain additional financing on favorable terms may be adversely affected. See
Selling Security Holders.

Current Prospectus and State Registration to Exercise Warrants.

         Holders of warrants will only be able to exercise the warrants if (i) a
current prospectus under the Securities Act relating to the securities
underlying the warrants is then in effect and (ii) such securities are qualified
for sale or exempt from qualification under the applicable securities laws of
the states in which the various holders of warrants reside. Although the Company
has undertaken and intends to use its best efforts to maintain a current
prospectus covering the securities underlying the warrants, there can be no
assurance that the Company will be able to do so. The value of the warrants may
be greatly reduced if a prospectus covering the securities issuable upon the
exercise of the warrants is not kept current or if the securities are not
qualified, or exempt from qualification, in the states in which the holders of
warrants reside. See "Description of Capital Stock--Warrants."

Lack of Liquid Trading Market.

         Sales of Common Stock or other securities, or the possibility of such
sales, in the public market may adversely affect the market price of the Common
Stock offered hereby. Historically, the Company's securities have been thinly
traded. This low trading volume may have had a significant effect on the market
price of the Company's securities, which may not be indicative of the market
price in a more liquid market.

Possible Applicability of Rules Relating to Low-Priced Stocks; Possible Failure
to Qualify for Nasdaq SmallCap Market Listing.

         The Commission has adopted regulations which generally define a "penny
stock" to be any equity security that has a market price (as defined) of less
that $5.00 per share, subject to certain exceptions. Upon completion of this
Offering, the shares of Common Stock offered hereby may be deemed to be "penny
stocks" and thus will become subject to rules that impose additional sales
practice requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors, unless the Common
Stock is listed on Nasdaq. Consequently, the "penny stock" rules may restrict
the ability of broker/dealers to sell the securities and may affect the ability
of purchasers in this Offering to sell the securities in a secondary market. See
"Underwriting."

         Effective February 23, 1998, The Nasdaq Stock Market, Inc. adopted
certain changes to the entry and maintenance criteria for listing eligibility on
the Nasdaq SmallCap Market. In addition to increased listing criteria, new
maintenance standards require at least $2,000,000 in net tangible assets (total
assets less total liabilities and goodwill) or $500,000 in net income in two of
the last three years, a public float of at least 500,000 shares, a $1,000,000
market value of public float, a minimum bid price of $1.00 per share, at least
two market makers, at least 300 shareholders and at least two outside directors.
If the Company is or becomes unable to meet the initial or continuing listing
criteria of the Nasdaq SmallCap Market and is never traded or becomes delisted
therefrom, trading, if any, in the Common Stock would thereafter be conducted in
the over-the-counter market on the OTC Electronic Bulletin 

                                       10
Board. In such an event, the market price of the Common Stock may be adversely
impacted and an investor may find it difficult to dispose of, or to obtain
accurate quotations as to the market value of the Common Stock.

Year 2000 Compliance.

         The Company believes the cost of administering its Year 2000 readiness
program, exclusive of any customer claims, will not have a material adverse
impact on future earnings. Since there is no uniform definition of Year 2000
"compliance" and since all customer situations cannot be anticipated,
particularly those involving third-party products, the Company may see an
increase in warranty and other claims as a result of the Year 2000 transition.
Such claims, if successful, could have a material adverse impact on results.

         The Company's efforts to address its internal hardware, operating and
information systems are currently under way in the United States and have
already been completed in Brazil. The Company is in the process of replacing
some of its older systems with new systems that are able to handle the Year 2000
transition and management will continue to review the Company's internal systems
and intends to address any issues as they arise. Although the completion of the
Company's efforts are still in process, the Company believes that the impact of
the Year 2000 transition will not have a material adverse impact on future
results. In addition to its internal review procedures, the Company is also
coordinating Year 2000 compliance issues with its suppliers. Since the
compliance of suppliers depends on their cooperation, no assurances can be given
as to the impact of their non-compliance on future operating results.

                                 USE OF PROCEEDS

         The Company will not receive any of the proceeds from the sales of
Securities by the Selling Security Holders. In the event the outstanding
warrants and options are exercised, the Company will receive gross proceeds of
approximately $3,622,500, in the aggregate. See "Selling Security Holders" for a
list of those persons and entities receiving the proceeds from the sales of the
Securities offered hereby.

                           PRICE RANGE OF COMMON STOCK

         The Company's Common Stock is traded on the Over-the-Counter Bulletin
Board under the symbol "UISI." The Company's Common Stock commenced trading on
the Over-the-Counter Bulletin Board on March 22, 1992, under the symbol "CVTI".
On May 2, 1996, the Company's name changed to Seaton Group, Inc. and began
trading under the symbol "SEGI", and on December 3, 1997, as a result of the
transaction described herein, the Company's name changed to United Information
Systems, Inc. and began trading under the symbol "UISI." On November 18, 1997,
the Company completed a 1:18.6 reverse split of its Common Stock and the prices
reported below reflect such reverse split. The following table sets forth the
high and low bid quotations for the Common Stock for the periods indicated.
These quotations reflect prices between dealers, do not include retail mark-ups,
mark-downs or commission and may not necessarily represent actual transactions.

                                       11
Quarter
                  Ended                     High ($)                   Low ($)
                  -----                     --------                   -------

                 03/31/95                      19.75                     14.00
                 06/30/95                      16.75                     11.50
                 09/30/95                      17.25                     11.25
                 12/31/95                      14.80                     11.25

                 03/31/96                      16.80                     11.25
                 06/30/96                      17.80                     11.50
                 09/30/96                       0.50                      0.50
                 12/31/96                       1.38                      0.25

                 03/31/97                       0.13                      0.13
                 06/30/97                       0.13                      0.13
                 09/30/97                       0.13                      0.12
                 12/31/97                       8.38                      0.13

                 03/31/98                       8.75                      5.50

         As of March 31, 1998, there were 419 holders of record of the Common
Stock of the Company. The closing bid price on the Over-the-Counter Bulletin
Board at May 12, 1998 was $5.94 per share.

         The Company currently intends to retain all earnings for working
capital to support growth, to reduce outstanding indebtedness and for general
corporate purposes. The Company, therefore, does not anticipate paying any
dividends in the foreseeable future. The Company did not pay dividends during
the three years ended December 31, 1997.

                                 CAPITALIZATION

         The following table sets forth the actual capitalization of the Company
at December 31, 1997 and as adjusted to give effect to the exercise of certain
Options.

                                                      Actual       Adjusted(A)
                                                     12/31/97        12/31/97
                                                  ------------------------------

Short-term Debt                                         8,595,281      8,595,281
                                                  ------------------------------

Long-term Debt                                            178,732        178,732
                                                  ------------------------------

Shareholders' Equity
   Common Stock                                             8,212
                                                                           8,712
   Preferred Stock
                                                                -              -
   Additional Paid-in Capital                           3,156,607      4,516,067
   Retained Earnings                                   14,412,612     14,162,612
   Cumulative Translation Adjustments                 (1,390,159)    (1,390,159)
                                                  ------------------------------

          Total Shareholders' Equity                   16,187,272     17,297,232
                                                  ------------------------------

Total Capitalization                                   24,961,285     26,071,285
                                                  ==============================

(A)   Adjusted for the issuance of 500,000 shares at $2.22 pursuant to the
      options issued to 2M Capital and the issuance of 40,000 shares for
      services rendered pursuant to the agreement with Continental Capital &
      Equity Corporation.
                                       12
USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of Common Stock
for the accounts of the Selling Security Holders.

                                 DIVIDEND POLICY

         The Company has not declared or paid any dividends on its Common Stock
since inception and does not intend to pay any dividends to its shareholders in
the foreseeable future. The Company currently intends to reinvest earnings, if
any, in the development and expansion of its business. The declaration of
dividends in the future will be at the discretion of the Board of Directors and
will depend upon the earnings, capital requirements, and financial position of
the Company, general economic conditions, and other pertinent factors.

                             SELECTED FINANCIAL DATA

                      SELECTED CONSOLIDATED FINANCIAL DATA

         The financial data included in the following table has been selected by
the Company and has been derived from the consolidated financial statements for
the periods indicated. The following financial data should be read in
conjunction with the Company's Consolidated Financial Statements and related
Notes and Management's Discussion and Analysis of Financial Condition and
Results of Operations included elsewhere herein. The Company's operations for
the period prior to 1995 are not material and are therefore not stated herein

  

                                       13
Selected Consolidated Statement of Operations Data:
Year Ended December 31,
                                                                    ----------------------
                                                     1997                  1996                   1995
                                                     ----                  ----                   ----
Revenues from Operations                          $  105,245,366          $  91,390,274         $72,545,510
                                                                                 

Net Income                                        $    5,845,229          $   3,696,715         $ 2,844,385
                                                                    

Basic Earnings Per Share: Net Income
                                                  $         0.86          $        0.56         $      0.43
                                                                                

Weighted Average Shares Outstanding                    6,805,124              6,602,566           6,602,566
Balance Sheet Data:
As of December 31,
                                                                      ------------------
                                                       1997                  1996                   1995
                                                       ----                  ----                   ----
Working Capital                                    $ (7,917,990.00)     $   5,948,845.00       $   6,661,003.00
                                                                          

Total Assets                                       $ 44,839,793.00      $  39,886,721.00       $  28,862,805.00

Long-Term Debt, Less current portion               $     75,428.00      $     223,787.00       $       8,913.00
                                                                            

Shareholders Equity                                $ 16,187,272.00      $  10,170,947.00       $   7,378,991.00
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following discussion should be read in conjunction with the
information contained in the Consolidated Financial Statements and the Notes
thereto appearing elsewhere in this prospectus.

General

         The Company is a U.S.-headquartered manufacturer of microcomputers and
related peripherals within the Federal Republic of Brazil. The Company's
products, which include personal computers, multimedia systems, monitors,
keyboards and other input/output devices, are marketed under the Company's
proprietary "UIS" brand name and other brand names for sale through a variety of
channels in the Brazilian marketplace. The Company's fiscal year is December 31.

                                       14
Overview

         The Company owns industrial equipment designed for the manufacture of
electronic circuitry boards as those utilized within the television,
electronics, and computer industry. The Company considers the manufacture of the
components to be an integral part of its business. The Company's primary revenue
generating activity consists of the manufacture of motherboards, video graphics
cards, memory modules, and communications cards and other personal computer
components, as well as the assembly of personal computers for the Brazilian
marketplace under the UIS brand name.

         The Company does not maintain high levels of inventory of items subject
to sharp devaluation in value. The Company recognizes that the obsolescence
factor of the products it manufactures is high and is subject to wide industry
price adjustments. These products include CPUs (Central Processing Units),
memory modules, harddrives and D-RAM chips.

         The Company's previous sales strategy was to focus on the distributor
channel. During 1997, the Company refocused its sales and marketing strategy in
order to position itself in the reseller market. This market was found to yield
greater profit margins than the distributor market. As a result the Company's
net income increased to $5,845,229 or 58% during 1997 from $3,696,715 in 1996.

         In 1996, the Company was located in a 30,000 square foot facility where
it operated one eight hour shift in order to maintain constant supply of 8,000
to 10,000 computers per month for its distributor channel. On as needed basis,
the Company elected to run additional shifts in order to satisfy demand. The
maximum capacity of the facility in 1996 was 15,000 computers per month.

         On May 4, 1998, the Company relocated its Miami operations to a new
location which has approximately 10,650 square feet, including 2,500 square feet
of office space and approximately 8,150 of warehouse space. The Company
currently operates one eight-hour shift that has the ability to maintain
constant supply of 10,000 computers per month to the reseller channel. The
Company may elect to run additional shifts in the future in order to satisfy any
increased demand. Historically, the Company's backlog has not generally exceeded
two weeks manufacturing capacity. The capacity of the current facility is 30,000
computers per month. The facility is located in an industrial area whereby
excess property is available for building expansion in order to accommodate
future growth. Additional manufacturing equipment may be required to meet demand
in excess of 30,000 units per month.

                                       15
Results of Operations

         The following table sets forth, for fiscal years 1997, 1996, and 1995,
certain items from the Consolidated Statement of Income expressed as a
percentage of net sales.

                                                Percentage of Net Sales
                                                      Fiscal Years
                                                  Ended December 31,
                                                -----------------------

                                     1997                  1996          1995
                                     ----                  ----          ----

Net Sales                          100.00                100.00        100.00
Cost of Sales                       74.00                 85.91         84.16
                                    -----                 -----         -----

Gross Profit                        26.00                 14.09         15.84
SG&A                                 6.45                  8.13          8.36
                                     ----                  ----          ----

Income From Operations               9.55                  5.96          7.48
Other Income (Expenses)            (4.00)                (1.92)        (3.55)
                                   ------                ------        ------

Income Before Income Taxes           5.55                  4.04          3.93
Income Taxes                         0.00                  0.00          0.00
                                     ----                  ----          ----

Net Income                           5.55                  4.04          3.93
                                 =============================================

Fiscal Years Ended December 31, 1997 and 1996

         Net sales increased to $105,245,366 or 15.16%, from $91,390,274. These
sales were mostly composed of UIS branded computer systems such as the UIS
Magic, UIS Efficient and UIS Netsys. The increase in sales in 1997 from 1996 is
primarily attributed to the Company's increased marketing expenditures and its
development of the UIS brand name within the Brazilian market. The increase in
net sales was primarily attributed to an increase in volume of such sales.

         Cost of sales decreased to $77,872,193, or 0.82% from $78,513,550 in
1996. As a percentage of sales, cost of sales decreased to 74.00% from 85.91% in
1996. The general decrease in cost of goods sold was primarily due to a decrease
in raw material costs through higher purchasing power over and above an increase
in direct labor costs for the same period. In August of 1997, the Company moved
into a bigger facility within the Industrial District of Manaus, Brazil in order
to consolidate its manufacturing operations.

         Gross profit increased to $27,373,173 or 26.00% from $12,876,724 or
14.09% in 1996. This significant increase is attributable to the Company's
refocusing of its sales strategy towards the more profitable reseller market.
The Company's previous sales philosophy focused on marketing its products
through 17 distributors. In 1997 the Company had 17% of its sales to one major
customer down from 28% for the same period ended December 31, 1996.

         Selling, general, and administrative expenses increased to $17,314,154
or 133.14% from $7,426,375 in 1996. The increase was due to increased marketing
expenditures, additional staffing needs, increased selling expenses in
refocusing the Company's marketing efforts to the reseller target market.
Additionally, there were increased costs of operating and maintaining a larger
manufacturing facility.

         Other expenses include interest income, interest expense, and other
miscellaneous items. Other expenses increased in 1997 to $4,213,790 or 140.29%
from $1,753,634 in 1996 primarily because of the company's need to seek
financing within the Federal Republic of Brazil. Interest expense, net of 

                                       16
income increased to $4,676,955 or 132.29% from $2,013,447 in 1996 primarily as a
result of the high cost of borrowing in the Federal Republic of Brazil. The
Company's borrowing rate fluctuates between 36% to 48% annually. The Company is
attempting to secure debt and equity financing within the US in order to
eliminate the high cost of borrowing in Brazil.

         The Company renegotiated and converted $16,991,831 of short term
accounts receivable to long term receivables. The reason for the renegotiations
stemmed from the Brazilian Government's tightening of the economy and increases
in interest rates in October of 1997. This forced many distributors of UIS brand
systems to renegotiate their debt with the Company over a longer repayment
period than 1 year. This renegotiation is expected to have an effect on the
Company's ability to meet its short-term liabilities. The Company in turn is
negotiating with its suppliers in an attempt to match its short-term assets with
its short-term liabilities while it seeks additional financing.

Fiscal Years Ended December 31, 1996 and 1995

         Net sales increased to $91,390,274 or 25.98%, from $72,545,510. The
increase in sales in 1996 from 1995 is primarily attributable to the Company's
partnering with large distributors to market its product and its development of
the UIS brand name within the Brazilian market. The increase in net sales was
not attributed to any significant price increases.

         Cost of sales increased to $78,513,550, or 28.60% from $61,052,782 in
1995. As a percentage of sales, cost of sales remained relatively constant at an
increase of 1.75% to 85.91% from 84.16% in 1996. The Company believes that the
increase in cost of goods sold is commensurate with its sales volume.

         Gross profit decreased slightly to 14.09% from 15.84% in 1995. This
decrease was not attributable to any significant decrease in the Company's
pricing strategy. In 1996 the Company's sales philosophy was to market its
product through a handful of select distributors. In 1996 and 1995 the Company
sold 28% and 33% of its output to one major distributor, respectively.

         Selling, general, and administrative expenses increased to $7,426,375
or 22.52% from $6,061,525 in 1995. The increase is attributable to the increased
volume of business. The increases included additional marketing expenditures,
increased costs for additional administrative support, and market wage increases
for its administrative personnel.

         Other expenses include interest income, interest expense, and other
miscellaneous items. Other expenses net decreased in 1996 to $1,753,634 or
31.90% from $2,574,818 in 1995. This was largely due to the Company's ability to
acquire vendor financing at rates significantly lower than the then current
borrowing rates within the Federal Republic of Brazil. Interest expense net of
income decreased to $2,013,447 or 19.80% from $2,509,661 in 1995. The Company's
borrowing rate fluctuated between 36% to 48% annually. The Company was
successful in raising approximately $30 million dollars in vendor trade lines of
credit.

Liquidity and Capital Resources

         The Company's primary cash requirements are for operating expenses, raw
material purchases, and funding of accounts receivable. Since the Company's
inception in 1995 the Company has been able 

                                       17
to generate cash flow primarily through vendor financing and limited accounts
receivable financing with local Brazilian banks. For instance, by acquiring a
vendor line of credit with minimum repayment terms of Net 60 days, the Company
was able to begin generating a positive cash flow through its operations.

         In 1996 the Company reached an all time high with in vendor trade lines
of credit exceeding $35 million with average repayment terms of net 64 days,
depending on the product line. For instance monitors, keyboards, and cases were
normally purchased at terms ranging between 90 and 120 days for an interest fee
between one to two percent monthly. These rates were extremely competitive with
the then borrowing rates of Brazil.

         By the beginning of May 1997, the Federal Republic of Brazil eliminated
all short term financing in connection with the importation of technology and
automotive goods. The reasoning for this was to freeze the widening deficit
balance of trade and to ensure the long term growth and stability of the nation.
The effect of this legislation significantly reduced the Company's purchasing
power by forcing importers of raw materials to pay C.O.D. or finance the imports
utilizing bank letters of credit in excess of 365 days.

         In October of 1997 in an effort to thwart an attack on the Brazilian
currency, the Real, the Government of Brazil implemented an amnesty package
designed to raise interest rates and further restrict the growth and expansion
of the economy in an effort to protect the currency. The changes effected by the
Brazilian Government in May and October of 1997 forced several of the Company's
distributors to seek to reschedule $16,991,831 of short-term debt repayments
into long term debt. This action significantly affected the Company's ability to
meet its short-term obligations.

         As of December 31, 1997 the Company reflects current assets of
$20,659,103 and current liabilities of $28,577,093, thus a negative working
capital of $7,917,990. The Company is actively seeking a domestic financing of
approximately $15 million through a private placement and a secondary of
offering of $30 million in the six to twelve month time frame thereafter. The
proceeds of such financing efforts will be utilized to meet the Company's
working capital needs.

         The Company invested an excess of $1,000,000 in 1997 for the purchase
of state of the art manufacturing equipment. This equipment includes SMD
(surface mount design) machines, radial and axial insertion machines, and pick
and place machinery for the manufacture of computer components and peripherals.

New Accounting Standards

         Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of
- The Company adopted the provisions of SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, on
January 1, 1996. This statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
(undiscounted and without interest) expected to be generated by the assets. If
such assets are considered to be impaired, the impairment to be recognized is
measured as the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported 

                                       18
at the lower of the carrying amount or fair value less costs to sell. Adoption
of this Statement did not have an impact on the Company's financial position
results of operations.

         Earnings Per Share - In February 1997, the FASB issued SFAS No. 128,
Earnings Per Share, which simplifies the computation of earnings per share, and
requires presentation of basic and diluted earnings per share. Basic earnings
per share are based on the weighted average number of shares outstanding for
each of the years presented without giving effect to common stock equivalents.

         Recent Pronouncements - The Financial Accounting Standards Board
("FASB") has issued the following statements which are to be applied
prospectively, #130 - Reporting Comprehensive Income, #131 - Disclosures About
Segments of an Enterprise and Related Information and #132 - Employers'
Disclosures About Pensions and Other Post Retirement Benefits. Once effective,
none of these pronouncements are expected to have a material impact on the
consolidated financial statements of the Company.

                                    BUSINESS

Introduction and Background

         United Information Systems, Inc. (the "Company") was organized under
the laws of the State of Delaware on February 10, 1986 under the name The
Oceania Group, Inc. and subsequently changed its name to Classic Video Theatre,
Inc. ("Classic Video") upon the acquisition of Classic Video on March 22, 1992.
Under the name Classic Video, the Company engaged in the business of
distributing video cassettes and laser disks and developing interactive media
capability. The business of Classic Video ceased in May 1995, for lack of
revenues and failure to obtain sufficient funds to continue to operate the
business.

         On February 23, 1996, the Company acquired K-Pasa, Inc. ("K-Pasa"), a
Florida corporation, for cash and stock whereby K-Pasa became a wholly-owned
subsidiary of the Company. On May 2, 1996, the Company changed its name from
Classic Video to Seaton Group, Inc ("Seaton"). Subsequent to the acquisition of
K-Pasa, the Company organized K-Pasa Trading Inc. ("K-Pasa Trading"), a British
Virgin Islands corporation. Through K-Pasa and K-Pasa Trading, the Company
conducted freight forwarding and freight consolidation services with K-Pasa
Trading transacting business with certain suppliers in the Caribbean. K-Pasa
also operated under the "d/b/a" Clarandon Freight Forwarders, as required by the
Federal Maritime Commission.

         On June 30, 1997, pursuant to the terms of a Common Stock Purchase
Agreement, the Company sold all the outstanding capital stock of K-Pasa and
K-Pasa Trading for $345,000 to Selkirk Trading Holdings, a British Virgin
Islands corporation. Following the sale of K-Pasa and K-Pasa Trading, the
Company discontinued active operations and did not conduct business activities
in any capacity until the acquisition of United Information Systems, Inc. ("UIS
Miami"), a Florida corporation, and UIS Industrial LTDA ("UIS Brazil"), a
corporation organized under the laws of Brazil, in November 1997 (UIS Miami and
UIS Brazil collectively referred to as the "UIS Companies").

         On November 17, 1997, the Company acquired the UIS Companies in a
stock-for-stock transaction under the terms of a Reorganization Agreement (the
"Reorganization Agreement"). 

                                       19
Through the terms of the Reorganization Agreement, the shareholders of the UIS
Companies transferred all outstanding stock of the UIS Companies to the Company
and in return received approximately 67.50% of the outstanding common stock in
the Company. As a result of the transaction, the UIS Companies became
wholly-owned subsidiaries of the Company. The Company changed its corporate name
from Seaton Group, Inc. to United Information Systems, Inc. effective December
3, 1997.

         The Company, through its wholly-owned and 99.5 % subsidiaries, UIS
Miami and UIS Brazil, respectively, is a United States-headquartered
manufacturer and distributor of microcomputers and related peripherals within
the Federal Republic of Brazil. The Company's products, which include personal
computers, multimedia systems, monitors, keyboards and other input/output
devices, are marketed under the Company's proprietary "UIS" brand name and other
brand names for distribution through a variety of channels in the Brazilian
marketplace. In addition, the Company maintains an engineering support center
dedicated to assisting the Company's customers in maintaining effective
networking and system integration solutions.

         The Company has experienced substantial growth since its inception in
1995, with consolidated revenues and net income increasing from $72,545,510 and
$2,844,385, respectively, for the year ended December 31, 1995, $91,390,274 and
$3,696,715, respectively, for the year ended December 31, 1996, to $105,245,366
and $5,845,229, respectively, for the year ended December 31, 1997.

         Products. The Company utilizes a highly sophisticated and integrated
ISO-9002 Certified manufacturing facility, its extensive experience in the
manufacture of computer motherboards, video graphics cards, memory modules, and
monitor print circuitry boards, research and development, and an understanding
of manufacturing technology development in order to develop a complete line of
multimedia computer systems under the Company's "UIS Magic," "UIS Efficient,"
and "UIS Netsys" lines of personal computers all with Intel based processors
including Intel Pentium (with MMX Technology and Intel Pentium II) systems. The
Company has applied for Registration of the "UIS Magic", "UIS Efficient", and
"UIS Netsys" brand names and is awaiting certification from the Brazilian Patent
and Trademark Office (ASSEMP.)

         The computer products distribution industry is significant and growing
in Brazil, reflecting increasing demand throughout the country for computer
products and peripherals. The Company believes that the consumers of Brazil are
nationalistic in their attitudes and exhibit a strong preference for Brazilian
made products. The UIS brand name is known throughout the country as a Brazilian
manufacturer of computer products and peripherals, and, the Company believes,
has established a national identity and demand for its UIS Magic, UIS Efficient,
and UIS Netsys lines of personal computers.

         The Company also develops, manufactures, and markets an array of
multimedia computer products. The Company offers sound cards, speakers,
multimedia titles, microphones, and multimedia kits complete with user-friendly
manuals written in Portuguese. The demand for multimedia personal computers is
increasing. The Company believes that there is an evolution of the personal
computer as it penetrates the home environment from task-oriented processes such
as word processing and spreadsheets to a more user-friendly multipurpose device
for diversified applications and high speed Internet access. The Company is
actively addressing this evolution through its diversified product line.

                                       20
In 1997, during the Fenasoft computer tradeshow in Sao Paulo, Brazil,
the Company introduced the first UIS Magic equipped with an Intel Pentium II
processor and Digital Video Disc (DVD). The Company believes it was the first
manufacturer throughout all of Brazil to introduce DVD technology in a
microcomputer.

         Manufacturing. The Company's manufacturing facilities are located in
Manaus, Brazil. The Company utilizes the Duty Free Trade Zone of Manaus, Brazil
as its strategic location for manufacturing and warehousing. Manaus was designed
for the free commerce of imports and exports in 1967 by the Federal Republic of
Brazil with the goal of establishing a center for industrialization, commerce,
and agriculture. Today, the Free Zone in Manaus acts as a main port of entry for
all types of raw materials used in various manufacturing processes. Many
well-known multinational corporations have established facilities in Manaus in
order to take advantage of incentives provided by the Government of the State of
The Amazonas, as well as the Federal Government. The Company benefits from
greatly reduced import duties and taxes as well as a 10-year income tax
abatement awarded by the Federal Government, of which there are six years
remaining.

         Manaus is considered the gateway to the North Region because of its
proximity to the United States. From Miami, a non-stop flight will take
approximately four and one half hours before arriving at the International
Airport in Manaus. Manaus facilitates trading and increased feasibility for
travel throughout Brazil as well as South America at large.

         The Company owns a state-of-the-art 140,000 square foot manufacturing
facility in Manaus, including five (5) buildings utilized for manufacturing and
assembling, warehousing, administration, and the production of packaging
materials. The facility is located in the Industrial District of Manaus,
adjacent to other multinational corporations.

         The Company also manufactures for other equipment manufacturers (OEM).
With its extensive experience in the manufacturing of circuitry boards, the
Company also manufactures boards outside the scope of the computer industry in
order to utilize reserve manufacturing and purchasing capacity. Circuitry boards
for televisions, cellular phones, stereo receivers, calculators, and cable
television boxes are but a number of electronic products in which the Company
prides itself through contract manufacturing in Manaus, Brazil. For the years
ended December 31, 1997, 1996 and 1995, such reserve capacity accounted for
approximately 13.9%, 15.5% and 19% of the Company's operating revenues.

         Operations. The Miami facility acts as an intermediary hub for product
purchased within the United States. The Miami facility receives components for
memory modules, video graphics cards, motherboards, CR-ROMs, floppy and disk
drives, and CPUs. Once merchandise is received, it undergoes exhaustive testing
procedures prior to shipment to Brazil. Subsequent to the product being tested,
it is repackaged and shipped via airplane or steamship line, depending on the
size and weight of the cargo. The Company believes that the operations conducted
at the Miami facility are crucial in preventing defective product from being
shipped overseas.

         The Company also arranges for drop shipments directly to the
manufacturing facility from the Far East. The products drop shipped typically
are computer cases, monitors, keyboards, and mice. By drop shipping these types
of products directly, the Company saves on freight costs and delivery times.

                                       21
The Company has historically maintained a one month's supply of its UIS
Magic, UIS Efficient, and UIS Netsys computers available for immediate delivery.
The Company also maintains adequate raw materials inventory in order to fulfill
demand for built to order systems. Inventory on peripherals, such as keyboards,
mice, 14" and 15" monitors, and multimedia kits are held for a two months
supply.

         The Company possesses extensive knowledge of customary business
practices in Brazil. It also has at its disposal an expansive labor source
throughout Manaus. Employees for all sectors of the Company are required to
undergo a rigorous training program designed by the Company and certified by ISO
9002 prior to commencing any type of services for the Company.

         The Company maintains an engineering support center dedicated to
assisting the Company's customers in maintaining effective networking and system
integration solutions. In 1997, the Company completed a capital investment of in
excess of $600,000 to upgrade its computer, networking, and telecommunications
systems. The Company now has over 150 employees connected via internet and
intranet. The Company is currently employing approximately 10 staff members to
automate the production and the integration of production to a global accounting
system.

         The Company is currently ISO 9002 certified and is actively pursuing
ISO 9001 certification. ISO 9002 is a system of quality control which has been
adopted by the computer industry and monitored and maintained by an independent
organization. In order to maintain ISO 9002 certification, the Company must
undergo rigorous on-site testing of its operating policies and procedures on a
semi-annual basis. ISO 9001 refers to the process by which proprietary products
are certified as meeting established quality standards. The Company is seeking
to be achieve ISO 14001 certification by the year 2000. ISO 14001 is an
international standard encompassing quality control in connection with the
Company's treatment of the environment.

                             BUSINESS CONCENTRATION

         Historically, the Company has sold a substantial portion of its
products to a limited number of customers. Concentration of sales to the five
largest customers is detailed as follows:

         The Company has historically marketed its products primarily through
seventeen distributors. The Company has recently refocused its sales strategy
toward the reseller market and during the 1997 calendar year, its customer
portfolio exceeded 200 customers. Although the composition of the group
comprising the Company's largest customers may vary from period to period, the
reduction in orders by any such customer, including reductions due to market,
economic or competitive conditions, is less likely to have a material adverse
effect on the Company's business, financial condition and results of operations
than in prior years. The Company's ability to increase its sales in the future
will depend in part upon its ability to obtain orders from its customers as well
as the financial condition and success of its customers and the general economy,
of which there can be no assurance.

         Growth Strategy. As a result of the increased stability of the
Brazilian economy and a population growth reaching 160 million consumers, the
demand for computer equipment and related products in Brazil has increased
significantly over the last five years. Based upon news, trade reports,
specifically, a study based on 1997 data compiled by the International Data
Corporation, a market research firm, and released to the public in April, 1998,
and the Company's general experience, the Company believes that the market for
computer equipment and related products is expected to grow at 

                                       22
the rate of approximately 15% annually over the next three years. The Company
believes it is particularly well-positioned to capitalize upon such anticipated
growth pursuant to its business strategy to utilize (i) the Company's: highly
sophisticated and integrated ISO-9002 Certified manufacturing facility; its
extensive experience in the manufacture of computer motherboards, video graphics
cards, memory modules, and monitor print circuitry boards; research and
development; and its understanding of manufacturing technology development, and
ability to manufacture other types of electronic circuitry boards; (ii) the
Company's: strategic location within the Brazilian Duty Free Trade Zone of
Manaus, Brazil; proximity to the United States with accommodating access to the
rest of South America; state of the art warehousing and sales facilities;
knowledge of local business customs and practices; and expansive labor
resources, and (iii) the Company's: aggressive marketing program; knowledge of
Brazilian macro economic issues; and valued relationships within existing
distribution and supplier channels.

         In connection with the Company's operating strategy and business plan,
the Company will seek to achieve the following:

         Obtain Preferred Pricing from Suppliers. The Company intends to seek
preferred pricing from its suppliers. The Company believes that an increase in
working capital will provide leverage for an assertive procurement strategy
providing it with additional margins. See "Liquidity and Capital Resources."

         Obtain Vendor Discounts. The Company has historically focused on
financing its purchases of raw materials on extended terms and at an additional
cost. This has had an impact on the operating results of the Company. The
Company believes that vendor discounts ranging between 3% to 4% may be obtained
with increased working capital. See "Liquidity and Capital Resources."

         Expand Marketing Activities. The Company has traditionally focused its
marketing of "UIS" brand microcomputers towards the distributor market. During
the summer of 1997, the Company incurred an expense of in excess of $500,000US
to participate in the Comdex and Fenasoft computer market tradeshows in Sao
Paulo, Brazil in order to address and access the reseller market. The Company
believes achieving direct access to the end user by means of the reseller
channel will enable it to expand market share.

         Finance Accessible Growth of the Company. The Company has historically
focused exclusively in the Brazilian technology market. With the birth of
Mercosur, the Latin America equivalent of NAFTA, the Company will be able to
market its "UIS" brand personal computer in distribution markets within
Argentina, Paraguay, and Uruguay.

         Marketing and Distribution. Historically, the Company has sold its
products to distributors and resellers in Brazil. For the year ended December
31, 1997, 1996 and 1995, approximately $17,891,000, or 17%, $25,589,000, or 28%
and $23,940,000, or 33%, respectively, of such products, were sold to the
Flytech group of companies in Brazil, including Flytech Informatica Tenologia
Limitada of Bairro Linao, Flytech Sol Informatica Tenologia Limitada of Porto
Alegie and Flytech Informatica Tenologia Limitida of Boa Viagem. The balance of
sales were made to distributors and resellers throughout Brazil.

         Recently, the Company adopted a new sales and diversification strategy
to position itself closer 

                                       23
to the reseller market, and thus the end user, providing to the Company higher
profit margins on shorter terms of sale of ranging between 28 to 35 days. This
was accomplished by investing in excess of $500,000US in market development
funds to actively participate as an exhibitor of the two major national computer
tradeshows, Fenasoft and Comdex-SP (Sao Paulo).

         At Fenasoft, the Company launched its new multimedia personal computer
line, UIS Magic. This line is strategically targeted towards the SOHO (Small
Office Home Office) segment of the Brazilian computer market. This segment has
experienced significant growth throughout the past two years approaching, by
current industry estimates, 30% of the total market. Fenasoft is a well-known
computer trade show directed at the end user and reseller market. At the show,
consumers have the opportunity to purchase the latest technological advancements
at promotional prices. The Company was named the largest seller of personal
computers at Fenasost with sales in excess of 2,000 units within six days. Also
at Fenasoft, the Company was the pioneer in introducing the sub-$1,000 personal
computer to end-users. This market is one that is now being addressed by all the
large multinationals currently in the United States.

         Comdex-SP is the national computer tradeshow geared towards the
reseller market. At the show, the Company entertained in excess of 440 national
resellers interested in partnering with UIS. Out of these prospects,
approximately 60% are now engaged as UIS Authorized Resellers. This effort
provides for the Company a wider access to and coverage of the Brazilian market.

         The Company invested approximately $700,000US in an aggressive
marketing campaign to increase the awareness of the UIS brand name among all
consumers. The Company has established a relationship with a professional
advertising agency with offices in Sao Paulo to create all advertisements, point
of sale promotional materials, and an extensive media campaign in various
computer-related and general information magazines, including "Computer Reseller
News "Brasil," "PC Magazine Brasil," and "PC World Brasil." As part of these
marketing efforts, the Company also initiated a cooperative advertising program
in conjunction with its major resellers in the highest circulating Brazilian
newspapers, including "Folha de Sao Paulo," "Estado de Sao Paulo," and "Liberal"
in Belem.

         The Company has also established a relationship with Merrit
Communications, Ltda, a public relations firm in Sao Paolo, Brazil, in order to
solidify communications with magazine editors and computer industry analysts and
critics. The public relations firm conducts daily searches for articles and
editorials in order to monitor the market's perception of the Company and trends
within the industry. As a result of, among other things, the foregoing marketing
and distribution efforts that the Company's UIS brand has become recognized as
one of the largest manufacturer of microcomputers in Brazil.

Sales

         Financial information relating to foreign and domestic operations and
export sales (all foreign sales are export sales).

         Foreign sales accounted for approximately 100% of total net sales in
1995, 1996, and 1997. The Company anticipates that foreign sales will increase
as a percentage of total sales resulting from the Company's expansion plans in
Brazil. As a result, a significant portion of the Company's sales will 

                                       24
be subject to certain risks, including unexpected changes in regulatory
requirements, exchange rates, tariffs and other barriers, political and economic
conditions, difficulties in receivable collections, natural disasters,
difficulties in staffing and managing foreign subsidiary and branch operations,
and potentially adverse tax consequences. The Company is also subject to the
risks associated with the imposition of legislation and regulations relating to
the import or export of products. The Company cannot predict whether quotas,
duties, taxes or other charges or restrictions will be implemented by the United
States, Brazil or any other country upon the importation or exportation of the
Company's products in the future. There can be no assurance that any of these
factors or adoption of restrictive policies will not have a material adverse
effect on the Company's business.

Purchasing

         The Company purchases goods from approximately 75 vendors and
suppliers. Four vendors, Daewoo International, NECX, Seagate Technology, Inc.
and Intel Corporation, accounted for 31% of the Company's total materials
purchased during the year ended December 31, 1997. There can be no assurances
that these relationships will continue. The loss of the purchasing power the
Company has established with such vendors could have a material adverse effect
on the Company. The Company purchases computer components and other related
products from these vendors and suppliers that could be supplied by other
sources. The Company however does not consider itself dependent on any single
source for materials to manufacture its products.

Management Information Systems

         The Company has and will continue to invest significant resources to
install integrated software systems that provides daily information on sales,
gross margins and inventory levels by warehouse and by stockkeeping unit. These
systems will allow the Company to compare current performance against historical
performance and the current year's budget. The systems have been designed to
integrate all major aspects of the Company business, including sales, electronic
data interchange, warehousing, manufacturing, distribution, purchasing,
inventory control, merchandise planning and replenishment, as well as various
financial systems. The Company is working with outside consultants in the
design, installation and ongoing refinement of this system. The current systems
used by the Company are primarily financial in nature, such as invoicing,
accounting, general ledger and shipping. Manufacturing and inventory management
systems are not presently integrated. The new system is being installed by
module and is expected to be completed by June 30, 1998.

         The Company believes that the systems it has developed and are
presently developing, have the ability to continue to improve customer service,
operational efficiency, and management's ability to monitor critical performance
factors. The systems have been designed to support the growth and expansion of
the Company for the foreseeable future and the Company does not anticipate short
term obsolescence in connection therewith.

         Competition. The manufacturing and distribution of computer equipment
and related products is highly competitive and requires substantial capital. The
Company competes with, and will compete with, numerous international, national,
and regional companies. The Company's competitors include internationally
recognized companies such as IBM, Acer, and Compaq. According to International
Data Corporation, as of year end 1997, the Company was ranked 5th in Brazil
behind Compaq (1st), IBM (2nd), Itautec (3rd) and Tropcom (4th).

                                       25
Economy. The Company conducts extensive economic market analyses to
enable it to properly position itself within the Brazilian economy. Since 1994,
the Brazilian economy has experienced one of the most sustained periods of
economic growth in the past thirty years. With the inception of the Real Plan,
the Brazilian economy has maintained annual inflation below 15% with a minimal
devaluation of its currency. The objectives of the Real Plan include reducing
inflation, maintaining long-term sustainable growth in output, investment,
employment and productivity and resolving social and economic imbalances. As a
result of the Real Plan, inflation has been bought under control, prices have
stabilized, social development has been fostered and income has been more
equitably distributed. Management believes that the continued implementation and
development of the Real Plan will foster a stable and growing economy and
enhance the Company's business prospects in Brazil.

         Employees. The Company employs approximately 25 and 260 employees,
respectively, in its Miami, Florida headquarters facility and its Manaus, Brazil
manufacturing facility. All of the Company's entry-level employees, in the
United States and Brazil, are compensated at a level in excess of the respective
minimum wages. None of the Company's employees are members of a collective
bargaining unit. Technical personnel have had training in a technical school or
at a university level. These workers are generally recruited either from other
companies or technical schools and while they must be taught specific work-
related details, they are usually well-trained in advance of the commencement of
their employment. Engineers employed at the Manaus, Brazil manufacturing
facility are university trained and are paid generally between 8-12 times the
Brazilian minimum wage. All employees at the Manaus, Brazil manufacturing
facility are provided lunch and dinner depending on their work shift. As
required under Brazilian law, all employees at the manufacturing facility are
also provided transportation to and from their homes and medical assistance,
which includes regular doctor visits, prescription medicine and emergency
medical care, but not treatment for catastrophic illnesses.

         Facilities. The Company is headquartered in Miami, Florida with
manufacturing facilities in Manaus, Brazil. The Miami facilities currently
consist of one (1) condominium unit approximating 6,000 square feet of warehouse
and office space, which it owns in the Westwood Business Center Complex, and
approximately 10,650 square feet of warehouse and executive office space which
it rents nearby. The Miami facilities are strategically located within four (4)
miles of the Miami International Airport and within ten (10) miles of the Port
of Miami. Besides serving as the Company's headquarters, the Miami facilities
houses certain administrative functions, conducts all procurement of raw
materials, performs product testing and homologation, consolidates shipment to
the Manaus, Brazil facility, and manages vendor and supplier relations. The
Company also owns a 140,000 square feet facility in Manaus, Brazil at which it
conducts its manufacturing and distribution operations.

Legal Proceedings

         In October 1997, Techmedia Computer Systems Corp. ("Techmedia") filed
suit against UIS Miami and Carlos Maia, President of UIS Miami, in the 11th
Judicial Circuit Court in and for Dade County Florida, seeking damages of
$1,346,680 plus interest alleging that UIS Miami failed to make payment on
certain shipments of computer monitors by Techmedia to UIS Miami. The parties
have entered into a settlement agreement wherein UIS Miami and Carlos Maia will
pay to Techmedia the total sum of $1,346,680 (the "Settlement Amount") with
$500,000 of such Settlement Amount having been paid on the date of the
settlement agreement. The unpaid portion of the Settlement Amount 

                                       26
($846,680) is to be paid in 33 equal weekly installments of $25,000 (the
"Installment Payments"). The Installment Payments are secured by 100,000 of
common stock (the "Settlement Shares") in the Company which was personally
pledged to Techmedia by Carlos Maia. Techmedia is entitled to registration
rights with respect to the Settlement Shares. To date, all Installment Payments
have been timely made.

                                   MANAGEMENT

Directors and Executive Officers

         The directors and executive officers of the Company are as follows:

           Name               Age        Position
           ----               ---        --------

Carlos Maia                   32         Chairman of the Board of Directors
                                         and Chief  Executive Officer

Saul Maia                     28         President, Chief Operating
                                         Officer and Director

William Cuervo                31         Chief Financial Officer, Treasurer,
                                         Secretary and Director
-------------

         Carlos Maia has served as the Chairman of the Board of Directors and
Chief Executive Officer of the Company since January, 1995. Prior thereto, from
June 1994 to December 1994, Mr. Maia was the Chairman and co-founder of
Blue-Tech, Inc., a Florida based assembler and exporter of computers and
computer related products into Latin America. Blue-Tech, Inc. filed for
bankruptcy protection pursuant to Chapter 11 in August, 1994 as a result of an
underinsured loss as a result of a fire at an affiliated company. In March,
1995, the creditors committee approved a reorganization plan submitted by
Blue-Tech and in July, 1995, the bankruptcy court approved the plan. From
January, 1991 to June, 1994, Mr. Maia was the Chairman and co-founder of US
Computer of North America, a Florida based distributor or personal computer
hardware components and peripherals to the Latin American market.

         Saul Maia has served as President and Director of the Company since
July, 1995. Prior thereto, from March, 1995 to June, 1995, Mr. Maia was the
President and founder of SOJ, Inc., a distributor of integrated circuitry boards
for microcomputers. From July, 1994 to June, 1995, Mr. Maia was a vice president
of sales for US Computer Produtos Para Informatica, S.P., a distributor of
personal computers to the Brazilian market. From January, 1991 to June, 1994,
Mr. Maia was responsible for the overall management of operations for Blue-Tech,
Inc. (see discussion of the bankruptcy of Blue-Tech, Inc. under the description
of Carlos Maia).

         William Cuervo has served as Chief Financial Officer, Treasurer, and
Secretary of the Company since January, 1995. Prior thereto, from February, 1992
to December, 1994, Mr. Cuervo was the controller and accounting department
manager of Blue-Tech, Inc. (see discussion of the bankruptcy of 

                                       27
Blue-Tech, Inc. under the description of Carlos Maia).

         Directors are elected at the Company's annual meeting of shareholders
and serve a term of one year or until their successors are elected and
qualified. Officers are appointed by the Board of Directors and serve at the
discretion of the Board of Directors, subject to the By-laws of the Company. The
Company intends to add directors who are unaffiliated with the Company in the
near future.

Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of Delaware, under which
jurisdiction the Company is incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         The By-Laws of the Company require the Company to indemnify its
Directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware.

Employment Agreements

         In November, 1997, the Company entered into an employment agreement
(the "Employment Agreement") with Carlos Maia, the Company's Chief Executive
Officer ("CEO"), for a term of three (3) years (the "Term") at a salary of
$300,000 per year, excluding bonuses and benefits. Upon expiration of the Term,
Mr. Maia may renewed the Employment Agreement for an additional three (3) years.
Under the terms of the Employment Agreement, Mr. Maia is obligated to be
employed solely by the Company and to perform all duties consistent with those
of a CEO. The Employment Agreement also contains a Covenant Not to Compete which
prohibits Mr. Maia, for a period of 24 months after termination of the
Employment Agreement, from (i) engaging in the business activities, as defined
by the Employment Agreement, of the Company within certain restricted areas;
(ii) soliciting business relationships with any of the Company's clients or
employees; or (iii) interfere with any prospective relationship or contract of
the Company. The Employment Agreement also prohibits

                                       28
Mr. Maia from disclosing certain confidential information of the Company.

Executive Compensation

         Summary Compensation Table

                       United Information Systems , Inc.
                           Summary Compensation Table
                 For The Three Years Ended December 31st, 1997
Annual Compensation
                                           -----------------------------

                                            Salary &      Other Annual
      Name            Title         Year     Bonus        Compensation
      ----            -----         ----   ---------      ------------
Carlos Maia     Chairman & CEO    1997      194,519       0.00
                                                       
                                    1996      100,520       0.00
                                                       
                                    1995      212,794       0.00
                                             

   Saul Maia        President       1997      281,123       0.00
                                                       
                                    1996       96,947       0.00
                                                       
                                    1995       81,000       0.00
                                             

 William Cuervo  Chief Financial    1997      129,383       0.00
                     Officer                           
                                    1996       87,445       0.00
                                                       
                                    1995       39,876       0.00
                                             

   Jorge Maia    President - UIS    1997      147,770       0.00
                      Brazil                          
                                    1996      124,495       0.00
                                                      
                                    1995      107,352       0.00
                                                        
                                              

  Odilon Velho        V/P of        1997      113,316       0.00
                   Purchasing -                       
                    UIS Brazil      1996       92,727       0.00
                                                      
                                    1995       40,944       0.00
Long-Term Compensation
                                           ------------------------------------------

                                                      Awards              Payouts
                                           -----------------------------  -------

                                           Restricted    Securities
                                             Stock       Underlying         LTIP         All Other
      Name            Title         Year   Awards ($)  Options / SARs(#)   Payouts ($)  Compensation ($)
      ----            -----         ----   ----------  -----------------  -----------  ----------------
Carlos Maia     Chairman & CEO    1997       0              0              0             0
                                    1996       0              0              0             0
                                    1995       0              0              0             0

   Saul Maia        President       1997       0              0              0             0
                                    1996       0              0              0             0
                                    1995       0              0              0             0

 William Cuervo  Chief Financial    1997       0              0              0             0
                     Officer        1996       0              0              0             0
                                    1995       0              0              0             0

   Jorge Maia    President - UIS    1997       0              0              0             0
                      Brazil        1996       0              0              0             0
                                    1995       0              0              0             0

  Odilon Velho        V/P of        1997       0              0              0             0
                   Purchasing -     1996       0              0              0             0      
                    UIS Brazil      1995       0              0              0             0
29
CERTAIN TRANSACTIONS

Consulting Agreement with 2M Capital Corp.

         On November 17, 1997, the Company entered into a two year consulting
agreement (the "Consulting Agreement") with 2M Capital Corp. ("2M Capital").
Pursuant to the Consulting Agreement, 2M Capital is obligated to assist the
Company in (i) implementing and monitoring an investor relations program with
investors, investment advisors, market makers and stockbrokers including, but
not limited to, meeting with the foregoing and arranging for principal officers
of the Company to meet with the foregoing; and (ii) implementing and monitoring
a strategic planning process for the Company. As compensation for the
performance of 2M Capital obligations under the Consulting Agreement, the
Company will pay 2M Capital $20,833 per month for the first four (4) months of
the term of the Consulting Agreement and $500 for the remaining twenty (20)
months and options to purchase and aggregate of 500,000 shares of the Company's
Common Stock at a purchase price of $2.22 per share. The options are
transferable and exercisable for a period of two (2) years, provided, however,
such options may not be exercised prior to the first day of the month following
the effective date of this Registration Statement, nor may options for more than
41,666 shares of Common Stock, in the aggregate, be exercised in any one month.
In addition, the holders of the options are entitled to certain registration
rights, including piggyback registration rights.

         In addition, the Consulting Agreement provides that the Company may
not, for a period of twenty-four (24) months from the date of the Reorganization
Agreement, offer, sell, contract to sell, or otherwise dispose of, any
securities of the Company without the prior written consent of 2M Capital,
except for the issuance of shares of Common Stock to be issued in a public
offering, at a price not less than ninety (90%) percent of the average of the
closing bid prices of the Common Stock as reported on Nasdaq Bulletin Board for
the ten (10) consecutive trading day period immediately preceding the date of
sale. In addition to the foregoing, 2M Capital, by and through a committee
comprised of Vincent Montelione, Monte Frenkel and Milton Barbarosh ("Oversight
Committee"), shall have the right and obligation to consider and authorize, in
its discretion, the release of restrictions imposed upon any shares of Common
Stock of the Company (as hereinafter described). Mr. Montelione is a six (6%)
percent shareholder of the Company and a principal shareholder, officer and
director of 2M Capital.

Acquisition of the UIS Companies

         On November 17, 1997, the Company entered into a Reorganization
Agreement with the UIS Companies, and the shareholders thereof, whereby the
Company acquired 100% of the outstanding stock of UIS and 99.5% of the
outstanding stock of UIS Brazil in exchange for the issuance of an aggregate of
5,601,334 shares or 67.50% of the Common Stock of the Company (the
"Reorganization Stock") pursuant to the terms of the Reorganization Agreement.
In connection with the Reorganization Agreement, the parties thereto agreed that
the Company would have at closing approximately $1,900,000 available cash to be
used for working capital.

         The Reorganization Agreement restricts the transfer of 5,353,334 shares
of the Reorganization Stock without the prior written consent of the Oversight
Committee for a period of twenty four (24) months. The remaining portion of the
Reorganization Stock, or 248,000 shares, are subject to a nine (9) month
restriction on transfer which restriction may not be released without the prior
written consent 

                                       30
of the Oversight Committee. See "Certain Transactions - Consulting Agreement
with 2M Capital Corp." The Reorganization Agreement also provides that the
Company will include for registration twenty (20%) percent of the Reorganization
Stock, or 1,120,266 shares of Common Stock, in a registration statement filed
pursuant to the Securities Act of 1933, as amended. In addition, an additional
178,400 shares of Reorganization Stock received by certain members of management
were granted registration rights by the Company. Accordingly, an aggregate
amount of 1,298,666 shares of the Reorganization Stock is included in the
registration of which this Prospectus forms a part and is being offered for sale
hereby.

         In connection with the reorganization, the Company entered into a
three-year employment agreement with Carlos Maia. See "Management - Employment
Agreements."

Debenture Offering

         During October 1997, the Company completed a private offering in which
it issued two (2) 5% Convertible Debentures ("Debentures") for an aggregate of
$330,000 to two (2) investors. One of such Debentures, in the amount of
$230,000, entitled the holder thereof to convert the Debenture into 423,769
shares of Common Stock of the Company at a conversion price of $.5427 per share.
The second Debenture, in the amount of $100,000, entitled the holder thereof to
convert the Debenture into 323,545 shares of Common Stock of the Company at a
conversion price of $.3090 per share. Both Debentures entitle the holders
thereof to registration rights with respect to the Common Stock of the Company
issuable upon conversion of the debentures (the "Conversion Shares"). On January
15, 1998, the Debentures were converted into an aggregate of 747,314 shares of
Common Stock which are being registered hereunder. See "Selling Security
Holders". The Conversion Shares are subject to a restriction on transfer for a
period of twenty four (24) months imposed by the Company unless released earlier
at the sole discretion of the Oversight Committee. See "Certain Transactions -
Consulting Agreement with 2M Capital Corp." The Conversion Shares are also
subject to any restriction on transfer which may be imposed by an underwriter,
the National Association of Securities Dealers or any National Securities
Exchange. The proceeds from the sale of the Debentures were used in part to
finance the transaction set forth in the Reorganization Agreement.

Private Placement

         In November 1997, the Company completed a private offering of 862,000
shares (the "Private Offering Shares") of its Common Stock at $2.22 per share
(the "Private Offering") for an aggregate amount of $1,913,640 in gross proceeds
to the Company. The 862,000 shares are subject to restrictions on transfer
wherein neither the subscriber nor the subscriber's representatives,
administrators, successors or assigns will offer, sell, transfer, assign,
pledge, encumber or otherwise attempt to directly or indirectly dispose of (a)
41% per investor on a pro-rata basis (or an aggregate of 389,500 shares) of the
Shares for a period of nine (9) months from the date hereof; and (b) 59% per
investor on a pro-rata basis (or an aggregate of 560,500 shares) for a period of
twenty-four (24) months from December 17, 1997, unless released earlier at the
discretion of the Oversight Committee. See "Certain Transactions - Consulting
Agreement with 2M Capital Corp." The Private Offering Shares are also subject to
any restriction on transfer which may be imposed by an underwriter, the National
Association of Securities Dealers or any National Securities Exchange. Pursuant
to the terms of the Private Offering, all of the Private Offering Shares are
being registered in the registration statement of which this Prospectus forms a
part. The Private Offering Shares also have certain "piggyback" 

                                       31
registration rights. The proceeds from the sale of the Private Offering Shares
were used in part to finance the transaction set forth in the Reorganization
Agreement.

Agreement with Hirel Holdings, Inc. ("HHI") and Hirel Marketing, Inc. ("HMI")

         On November 17, 1997, the Company entered into an agreement with HHI
and HMI, a wholly-owned subsidiary of HHI, pursuant to which the Company issued
HHI Two Hundred Thousand (200,000) shares of Common Stock in exchange for HMI
and HHI releasing the Company and the UIS Companies from and against any and all
rights or claims HMI and HHI may have had with respect to the Company's
acquisition of the UIS Companies. Prior to November 1997, HHI and HMI engaged in
substantial negotiations with the UIS Companies in connection with HMI with the
objective of acquiring the UIS Companies. Under the terms of the Agreement with
HHI and HMI, the 200,000 shares of common stock received by HHI are being
registered in the Registration Statement of which this Prospectus forms a part.
Mr. Montelione, a six (6%) percent shareholder of the Company and member of the
Oversight Committee, is also a consultant and director of HHI.

Agreement with HHI and Vincent Montelione

         On November 17, 1997, the Company entered into an agreement with HHI
and Vincent Montelione for the purpose of inducing HHI to amend its Employment
Agreement with Mr. Montelione to enable Mr. Montelione to enter into a
Consulting Agreement with the Company. Pursuant to the Agreement, HHI
represented that it did not have, and shall not have, any cause or causes of
action against the Company by virtue of any covenants against competition that
may have previously been executed by Mr. Montelione with HHI in such prior
Employment Agreement or pursuant to a current consulting agreement between Mr.
Montelione and HHI, and that Mr. Montelione does not possess any "confidential
information," as such term is defined under the prior Employment Agreement, that
does or could relate to the UIS Companies. In consideration of the foregoing,
HHI received Two Hundred Thousand (200,000) shares of the Company's Common
Stock, One Hundred Thousand (100,000) of such shares are subject to certain
restrictions upon transferability, imposed by the Company, for a twenty-four
(24) month period from November 17, 1997. Under the terms of the Agreement with
HHI, the Two Hundred Thousand (200,000) shares received by HHI are being
registered in the Registration Statement of which this Prospectus forms a part.
Mr. Montelione will remain a Director, and principal shareholder of HHI. Mr.
Montelione is also a six (6%) percent shareholder of the Company and a member of
the Oversight Committee.

         The Company believes that the transactions referred to above were
advantageous to the Company and on terms no less favorable to the Company than
terms which could have been obtained from unrelated third parties.

Voting Trust

         Carlos Maia, the Company's Chairman of the Board and Chief Executive
Officer, and Jorge Miguel Maia, a 35.4% shareholder of the Company and brother
of Carlos Maia, have entered into a voting trust agreement pursuant to which
Carlos Maia has the right to vote all of the shares of the Company's Common
Stock owned by Jorge Miguel Maia (2,906,334 shares). Jorge Miguel Maia received
the 2,906,334 shares pursuant to the Reorganization Agreement.

                                       32
Other

         To facilitate the acquisition of certain merchandise, in 1997, Carlos
Maia, Chief Executive Officer and Chairman of the Board of the Company,
guaranteed payment to a vendor on behalf of the Company for merchandise
purchased in the sum of $1,343,873. The guarantee was foreclosed during 1997,
and Mr. Maia entered into a settlement agreement pursuant to which he is making
payments to the vendor on the sum of $1,343,873. Upon the sale of the
merchandise, in March 1998, the Company transferred the receivable from the sale
of the merchandise to Mr. Maia in satisfaction of his guarantee.

         During the years ended December 31, 1997, 1996 and 1995, the Company
made sales of approximately $24,255,000, $25,394,000 and $16,265,000,
respectively, to entities whose principals are brothers of Carlos Maia, the
Company's Chief Executive Office and Chairman of the Board of Directors.
Included in the accounts receivable for the Company at December 31, 1997, 1996
and 1995, are amounts due from these entities amounting to approximately
$2,592,000, $2,803,000 and $1,884,000.

                             PRINCIPAL SHAREHOLDERS

         The following table sets forth certain information regarding the
beneficial ownership of the 8,405,533 shares of Common Stock outstanding as May
12, 1998 by (i) each person who is known by the Company to own beneficially more
than 5% of the Common Stock, (ii) each director and officer of the Company, and
(iii) all directors and executive officers of the Company as a group.
Name and Address                                              Percentage Beneficially
         of Beneficial Owner(1)(3)          Number of Shares           Owned(2)
         ------------------------           ----------------           -----------------------
Carlos Maia (4)(5)                          4,498,334             53.5%

         Jorge Miguel Maia (5)(6)                    2,906,334             34.6%

         William Cuervo(9)                              59,900              0.7%

         Saul Maia (5)(7)                              817,000              9.7%

         2M Capital Corp.(10)                          500,000              5.9%

         Vincent and Christine                         423,769              5.0%
         Montelione(8)

         All directors and executive
         officers as a group (3 persons)             5,375,234             63.9%
--------------------------

(1)    Unless otherwise indicated, the address of each of the listed beneficial
       owners identified is 10400 NW 33rd Ave., Miami, FL 33172. All shares
       are beneficially owned, and sole voting and 

                                       33
dispositive power is held, by the persons named, except as otherwise
       noted.

(2)    Percentage of ownership is based on 8,405,533 shares of Common Stock
       outstanding.

(3)    A person is deemed to be the beneficial owner of securities that can be
       acquired by such person within 60 days from the date hereof upon the
       exercise of warrants, options or other convertible securities. Each
       beneficial owner's percentage ownership is determined by assuming that
       warrants, options or other convertible securities that are held by such
       person (but not those held by any other person) and that are exercisable
       within 60 days from the date hereof.

(4)    Carlos Maia is Chairman of the Board of Directors and Chief Executive
       Officer of the Company. Includes 2,906,334 shares beneficially owned by
       Jorge Miguel Maia which Carlos Maia has the right to vote on all matters
       brought to the Shareholders of the Company for vote pursuant to a voting
       trust agreement. Includes 1,530,000 shares subject to a twenty four (24)
       month restriction on transfer which commenced on November 17, 1997
       pursuant to the terms of the Reorganization Agreement unless earlier
       released by the Oversight Committee. See "Certain Transactions -
       Acquisition of the UIS Companies." Also includes 62,000 shares, of which
       41% of such shares are subject to a nine (9) month restriction on
       transfer, and 59% of such shares are subject to a twenty-four (24) month
       restriction on transfer, unless earlier released by the Oversight
       Committee, pursuant to the terms of the Private Offering and the
       Subscription Agreement therefor. See "Certain Transactions - Private
       Placement" and "Certain Transactions - Consulting Agreement with 2M
       Capital Corp."

(5)    Carlos Maia, Jorge Miguel Maia and Saul Maia are brothers.

(6)    Includes 2,906,334 shares subject to the terms of an irrevocable voting
       trust between Carlos Maia and Jorge Miguel Maia which Carlos Maia has the
       right to vote on all matters brought to the Shareholders of the Company
       for vote pursuant to a voting trust agreement. Includes 2,906,334 shares
       subject to a twenty four (24) month restriction on transfer which
       commenced on November 17, 1997 pursuant to the terms of the
       Reorganization Agreement unless earlier released by the Oversight
       Committee. See "Certain Transactions Acquisition of the UIS Companies"
       and "Certain Transactions - Consulting Agreement with 2M Capital Corp."

(7)    Saul Maia is Director and President of the Company. Includes 817,000
       shares subject to a twenty four (24) month restriction on transfer which
       commenced on November 17, 1997 pursuant to the terms of the
       Reorganization Agreement unless earlier released by the Oversight
       Committee. See "Certain Transactions Acquisition of the UIS Companies"
       and "Certain Transactions - Consulting Agreement with 2M Capital Corp."

(8)    Vincent and Christine Montelione's address is 8980 S.W. 8th Street,
       Plantation, Florida 33324. Includes 423,769 shares subject to a twenty
       four (24) month restriction on transfer unless earlier released by the
       Oversight Committee, which commenced on October 31, 1997, pursuant to the
       terms of the Debenture Offering and the Subscription Agreement therefor.
       Mr. Montelione is a member of the Oversight Committee. See "Certain
       Transactions - Consulting Agreement with 2M Capital Corp." Does not
       include; 500,000 shares of Common Stock issuable upon the exercise of
       500,000 options held by 2M Capital Corp., a corporation of which Mr.
       Montelione is an officer, director and principal shareholder or (ii)
       400,000 shares of Common Stock held by 

                                       34
Hirel Holdings, Inc., a corporation of which Mr. Montelione is a director
       and principal shareholder.

(9)    William Cuervo is a Director, Chief Financial Officer and Treasurer of
       the Company. Includes 55,000 shares subject to a nine (9) month
       restriction on transfer which commenced on November 17, 1997 unless
       earlier released by the Oversight Committee pursuant to the terms of the
       Reorganization Agreement. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp." Also includes 4,900 Shares, of which 41%
       of such shares are subject to a nine (9) month restriction on transfer,
       and 59% of such shares are subject to a twenty-four (24) month
       restriction on transfer unless earlier released by the Oversight
       Committee pursuant to the terms of the Private Offering and Subscription
       Agreement therefor. See "Certain Transactions - Consulting Agreement with
       2M Capital Corp."

(10)   Includes 500,000 shares of Common Stock issuable upon the exercise of
       options at $2.22 per share. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp." Mr. Montelione, a member of the
       Oversight Committee and a six (6%) percent shareholder of the Company, is
       a principal shareholder, officer and director of 2M Capital Corp.
SELLING SECURITY HOLDERS

       Name of Selling                           Number of                  Shares to          Shares to be
      Security Holders                          Shares Owned                be Offered      Owned After Offering
      ----------------                          ------------                ----------      --------------------
Carlos Maia(1)                                   4,498,334                   368,000             3,549,068
Jorge Miguel Maia(2)                             2,906,334                   581,266             2,325,068
Saul Maia(3)                                       817,000                   163,400               653,600
2M Capital Corp.(4)                                500,000                   500,000                     0
Vincent and Christine Montelione(5)                423,769                   423,769                     0
Hirel Holdings, Inc.(6)                            400,000                   400,000                     0
Monte Frenkel(7)                                   323,545                   323,545                     0
Pro Futura Special Equities Fund, L.P.(8)          300,000                   300,000                     0
Jose Flavio Pereira de Araujo(10)                  190,000                    90,000               100,000
Martin Rothstein(8)                                100,000                   100,000                     0
Milton and Ricki Barbarosh(8)                      100,000                   100,000                     0
Richard Schweitzer(8)                               90,090                    90,090                     0
William Cuervo(9)                                   59,900                    59,900                     0
Odilon Velho(10)                                    55,000                    55,000                     0
Ronnie Antebi(8)                                    50,000                    50,000                     0
Maria Rosilene S. de Oliveira(10)                   38,000                    38,000                     0
Atlas Partners                                      25,000                    25,000                     0
Randi Marcus(8)                                     20,000                    20,000                     0
Katz Investments II(8)                              15,000                    15,000                     0
Shlomo and Lilly Attas(8)                           13,500                    13,500                     0
Alan Klien(8)                                       11,400                    11,400                     0
Harvey Fleischman(8)                                11,261                    11,261                     0
Brian Kettler(8)                                    11,261                    11,261                     0
William Klein(10)                                   10,000                    10,000                     0
Vincent Carbone(8)                                  10,000                    10,000                     0
Andrew Perrota(8)                                   10,000                    10,000                     0
Edward J. Klaeger(8)                                 9,910                     9,910                     0
Miguel and Bridgette Daud(8)                         9,800                     9,800                     0
Sonia Dossier Garcia(8)                              4,900                     4,900                     0
Deborah Maia(8)                                      4,900                     4,900                     0

                                       35
Vincent Fagnani(8)                                   4,900                     4,900                     0
Jose Cancio(8)                                       4,000                     4,000                     0
Michael Duggan(8)                                    3,999                     3,999                     0
Christine Mannino(8)                                 3,964                     3,964                     0
Mel Forman(8)                                        3,964                     3,964                     0
Ruden, McClosky, Smith, Schuster
& Russell, P.A.                                     10,000                    10,000                     0
Continental Capital & Equity Corp. (11)            140,000                   140,000                     0
Preferred Securities Group, Inc. (12)              225,000                   225,000                     0
Capital Communications, Ltd. (13)                  125,000                   125,000                     0
                                                                             -------
TOTAL                                                                      4,330,729
----------------------

(1)    Carlos Maia is Chairman of the Board of Directors and Chief Executive
       Officer of the Company. Includes 2,906,334 shares beneficially owned by
       Jorge Miguel Maia which Carlos Maia has the right to vote on all matters
       brought to the Shareholders of the Company for vote pursuant to a voting
       trust agreement. Includes 1,530,000 shares subject to a twenty four (24)
       month restriction on transfer which commenced on November 17, 1997
       pursuant to the terms of the Reorganization Agreement, unless earlier
       released by the Oversight Committee. See "Certain Transactions -
       Acquisition of the UIS Companies." Also includes 62,000 shares, of which
       41% of such shares are subject to a nine (9) month restriction on
       transfer, and 59% of such shares are subject to a twenty-four (24) month
       restriction on transfer, unless earlier released by the Oversight
       Committee, pursuant to the terms of the Private Offering and the
       Subscription Agreement therefor. See "Certain Transactions - Private
       Placement" and "Certain Transactions - Consulting Agreement with 2M
       Capital Corp."

(2)    Carlos Maia and Jorge Miguel Maia are brothers. Includes 2,906,334 shares
       subject to the terms of an irrevocable voting trust between Carlos Maia
       and Jorge Miguel Maia wherein Carlos Maia has the right to vote such
       shares on all matters brought to the Shareholders of the Company for
       vote. Includes 2,906,334 shares subject to a twenty four (24) month
       restriction on transfer ("Restriction") which commenced on November 17,
       1997 ("Restricted Period") imposed under the terms of the Reorganization
       Agreement between the Company and UIS Companies (and the shareholders
       thereof) and administered on behalf of the Company by the Oversight
       Committee of 2M Capital Corp which Restriction may, in the sole
       discretion of the Oversight Committee, be release prior to the expiration
       of the Restricted Period. Also includes 200,000 shares subject to the
       terms of an escrow agreement between Jorge Maia and UIS pledged by Mr.
       Maia to secure the obligations of UIS Miami and UIS Brazil under the
       terms of the Reorganization Agreement.

(3)    Saul Maia is Director and President of the Company and a brother of
       Carlos Maia and Jorge Maia. Includes 817,000 shares subject to a twenty
       four (24) month restriction on transfer which 

                                       36
commenced on November 17, 1997 pursuant to the terms of the
       Reorganization Agreement, unless earlier released by the Oversight
       Committee. See "Certain Transactions - Acquisition of the UIS
       Companies" and "Certain Transactions Consulting Agreement with 2M
       Capital Corp."

(4)    Includes 500,000 shares of Common Stock issuable upon the exercise of
       options at $2.22 per share. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp." The options are transferable,
       exercisable for a period of two (2) years, provided, however, such
       options may not be exercised prior to the first day of the month
       following the effective date of this Registration Statement, nor may
       options for more than 41,666 shares of Common Stock, in the aggregate, be
       exercised in any one month. In addition, the holder of the option is
       entitled to registration rights, including piggyback registration rights,
       for the shares of common stock issuable upon exercise of the options
       (whether or not the options have been exercised at the time the Company
       files a registration statement), as adjusted, such rights to be available
       when the Company files a registration statement under the Securities Act
       of 1933, as amended ("33' Act").

(5)    Includes 423,769 shares subject to a twenty-four (24) month restriction
       on transfer which commenced on October 31, 1997, unless earlier released
       by the Oversight Committee, of which Mr. Montelione is a member. See
       "Certain Transactions - Consulting Agreement with 2M Capital Corp." Does
       not include 500,000 shares of Common Stock issuable upon the exercise of
       options held by 2M Capital Corp., a corporation which Mr. Montelione, a
       six (6%) percent shareholder of the Company, is an officer, director and
       principal shareholder.

(6)    Includes 300,000 shares subject to a twenty-four (24) month restriction
       on transfer which commenced on November 17, 1997, unless earlier released
       by the Oversight Committee, of which Mr. Montelione is a member. See
       "Certain Transactions - Consulting Agreement with 2M Capital Corp." Also
       includes 100,000 (50,000 shares of which are subject to the twenty-four
       (24) month restriction on transferability) shares held in escrow under
       the terms of a consulting agreement between Hirel Holdings, Inc. and Mr.
       Montelione.

(7)    Includes 323,545 shares subject to a twenty four (24) month restriction
       on transfer which commenced on October 15, 1997, unless earlier released
       by the Oversight Committee, of which Mr. Frenkel is a member. See
       "Certain Transactions - Consulting Agreement with 2M Capital Corp." Does
       not include 500,000 shares of Common Stock issuable upon the exercise of
       options held by 2M Capital Corp., a corporation which Mr.
       Frenkel is an officer, director and principal shareholder.

(8)    Of all shares owned by the shareholder, 41% are subject to a nine (9)
       month restriction on transfer, and 59% of such which are subject to a
       twenty-four (24) month restriction on transfer unless earlier released by
       the Oversight Committee pursuant to the terms of the Private Offering and
       the Subscription Agreement therefor. See "Certain Transactions -
       Consulting Agreement with 2M Capital Corp."

(9)    William Cuervo is a Director, Chief Financial Officer and Treasurer of
       the Company. Includes 55,000 shares subject to a nine (9) month
       restriction on transfer which commenced on November 17, 1997 unless
       earlier released by the Oversight Committee pursuant to the terms of the
       Reorganization Agreement. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp." Also includes 4,900 Shares, of which 41%
       of such shares are subject to a nine 

                                       37
(9) month restriction on transfer, and 59% of such shares are subject
       to a twenty-four (24) month restriction on transfer unless earlier
       released by the Oversight Committee pursuant to the terms of the
       Private Offering and Subscription Agreement therefor. See "Certain
       Transactions - Consulting Agreement with 2M Capital Corp."

(10)   All shares owned by the shareholder are subject to a nine (9) month
       restriction on transfer which commenced in November 17, 1997, unless
       earlier released by the Oversight Committee pursuant to the terms of the
       Reorganization Agreement. See "Certain Transactions - Consulting
       Agreement with 2M Capital Corp."

(11)   Includes 100,000 shares issuable upon the exercise of options of which
       50,000 of such options are exercisable at $9.00 per share and the
       remaining 50,000 options are exercisable at $12.00 per share. The term of
       the option commences on the date of the effectiveness of this
       Registration Statement and for a period of one year thereafter.

(12)   On March 12, 1998, the Company granted warrants (the "PSG Warrants") to
       purchase an aggregate of 225,000 shares of Common Stock of the Company at
       an exercise price of $6.50 per share to Preferred Securities Group, Inc.
       ("PSG") pursuant to the terms of a twelve month Consulting Agreement
       between the Company and PSG. Under the terms of the consulting agreement,
       PSG will provide certain corporate financing consulting services to the
       Company. Beginning on June 10, 1998, 22,500 of the PSG Warrants will vest
       each month for the consecutive ten (10) month period.

(13)   On January 5, 1998, the Company issued 125,000 shares of common stock of
       the Company to Capital Communications, Ltd. ("Capital") in consideration
       for services to be rendered by Capital to the Company pursuant to the
       terms of a twelve month consulting agreement. Under the terms of the
       consulting agreement, Capital will assist and advise the Company in
       investor communications and financial and investor public relations. The
       Company granted Capital certain piggy-back registration rights with
       respect to the common stock; however, Capital has agreed not to sell the
       shares until March 1, 1999 or the termination of the Consulting Agreement
       without the prior consent of the Company.

                              PLAN OF DISTRIBUTION

       The Company is registering the Securities on behalf of the Selling
Security Holders. All costs, expenses and fees in connection with the
registration of the Securities offered hereby will be borne by the Company.
Brokerage commissions, if any, attributable to the sale of the Securities will
be borne by the Selling Security Holders.

       Sales of Securities may be effected from time to time in transactions
(which may include block transactions) on the Nasdaq SmallCap Market, in
negotiated transactions, or a combination of such methods of sale, at fixed
prices, at market prices prevailing at the time of sale, or at negotiated
prices. The Selling Security Holders may effect such transactions by selling
Securities directly to purchasers or to or through broker-dealers which may act
as agents or principals. Such broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the Selling Security Holders
and/or the purchasers of Securities for whom such broker-dealers may act as
agents or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of 

                                       38
customary commissions). The Selling Security Holders and any broker-dealers that
act in connection with the sale of the Securities might be deemed to be
'underwriters' within the meaning of Section 2(11) of the Securities Act and any
commission received by them and any profit on the resale of the Securities as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Security Holders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
Securities against certain liabilities, including liabilities arising under the
Securities Act. Liabilities under the federal securities laws cannot be waived.

       Because the Selling Security Holders may be deemed to be 'underwriters'
within the meaning of Section 2(11) of the Securities Act, the Selling Security
Holders will be subject to prospectus delivery requirements under the Securities
Act. Furthermore, in the event of a "distribution" of the shares, such Selling
Security Holder, any selling broker or dealer and any "affiliated purchasers"
may be subject to Regulation M under the Exchange Act, which Regulation would
prohibit, with certain exceptions, any such person from bidding for or
purchasing any security which is the subject of such distribution until his
participation in that distribution is completed. In addition, Regulation M also
prohibits any bid or purchase for the purpose of pegging, fixing or stabilizing
the price of Common Stock in connection with this offering.

                            DESCRIPTION OF SECURITIES

General

       The following description of the material terms of the Common Stock is
subject to the General Corporation Law of the State of Delaware and to the
provisions contained in the Company's Certificate of Incorporation, as amended
(the "Certificate of Incorporation"), and By-laws, as amended, copies of which
have been filed as exhibits to the Registration Statement of which this
Prospectus is a part. See "Available Information."

       The Company's authorized capital stock consists of 19,000,000 shares of
Common Stock, par value $.001, and 1,000,000 shares of preferred stock, $.001
par value (the "Preferred Stock"). Immediately prior to this offering, there
were 8,405,533 shares of Common Stock outstanding and no shares of Preferred
Stock.

Common Stock

       The Company is authorized to issue 19,000,000 shares of Common Stock,
$.001 par value per share, of which as of the date of this Prospectus, 8,405,533
shares of Common Stock are outstanding. All outstanding shares of Common Stock
are, and all shares of Common Stock to be outstanding upon completion of this
offering will be, validly authorized and issued, fully paid, and non-assessable.

       The holders of Common Stock are entitled to one vote for each share held
of record on all matters submitted to a vote of shareholders. Holders of Common
Stock are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution, or winding up of the Company, holders of Common Stock
are entitled to share ratably all assets remaining after payment of liabilities.
Holders of Common Stock 

                                       39
have no preemptive rights and have no rights to convert their Common Stock into 
any other securities.

Preferred Stock

       The Company is authorized to issue up to 1,000,000 shares of Preferred
Stock, $.001 par value per share, of which no shares are outstanding as of the
date hereof. Series of the Preferred Stock may be created and issued from time
to time, with such designations, preferences, conversion rights, cumulative,
relative, participating, optional or other rights, including voting rights,
qualifications, limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for the creation and
issuance of such series of preferred stock as adopted by the Board of Directors
pursuant to the authority in this paragraph given. The issuance of any such
preferred stock could adversely affect the rights of the holders of Common Stock
and, therefore, reduce the value of the Common Stock. The ability of the Board
of Directors to issue preferred stock could discourage, delay, or prevent a
takeover of the Company. See "Risk Factors--Preferred Stock; Possible
Anti-Takeover Effects."

OTC Bulletin Board

       The Common Stock of the Company is listed on the OTC Bulletin Board under
the symbol "UISI."

Transfer Agent

       The transfer agent and registrar for the Common Stock is Fidelity
Transfer Company, 1860 Southwest Temple, Suite 301, Salt Lake City, UT 84115.

                         SHARES ELIGIBLE FOR FUTURE SALE

       Upon completion of this offering, the Company will have 8,405,533 shares
of Common Stock outstanding. Of these shares, 4,330,729 shares of Common Stock
offered hereby will be freely tradable without further registration under the
Securities Act. All officers and directors of the Company have agreed not to
sell or otherwise dispose of 5,392,805 shares for a period of twenty-four (24)
months and 27,429 shares for a period of nine (9) months from the November 17,
1997 and December 3, 1997, respectively, unless earlier released by the
Oversight Committee.

       As of the date hereof, there are 4,302,667 outstanding shares of Common
Stock which are "restricted securities" within the meaning of Rule 144 of the
Securities Act and, if held for at least one year, would be eligible for sale in
the public market in reliance upon, and in accordance with, the provisions of
Rule 144 following the expiration of such one-year period. In general, under
Rule 144 as currently in effect, a person or persons whose shares are
aggregated, including a person who may be deemed to be an "affiliate" of the
Company as that term is defined under the Securities Act, would be entitled to
sell within any three month period a number of shares beneficially owned for at
least two years that does not exceed the greater of (i) 1% of the then
outstanding shares of Common Stock, or (ii) the average weekly trading volume in
the Common Stock during the four calendar weeks preceding such sale. Sales under
Rule 144 are also subject to certain requirements as to the manner of sale,
notice, and the availability of current public information about the Company.
However, a person who is not deemed to have been an affiliate of the Company
during the 90 days preceding a sale by such 

                                       40
person and who has beneficially owned shares of Common Stock for at least three
years may sell such shares without regard to the volume, manner of sale, or
notice requirements of Rule 144.

       Prior to this offering, there has only been a limited public market for
the Company's securities on the Over-the-Counter Bulletin Board. Following this
offering, the Company cannot predict the effect, if any, that sales of shares of
Common Stock pursuant to Rule 144 or otherwise, or the availability of such
shares for sale, will have on the market price prevailing from time to time.
Nevertheless, sales by the current shareholders of a substantial number of
shares of Common Stock in the public market could materially adversely affect
prevailing market prices for the Common Stock. In addition, the availability for
sale of a substantial number of shares of Common Stock acquired through the
exercise of the options or warrants currently outstanding could materially
adversely affect prevailing market prices for the Common Stock. See "Risk
Factors -Shares Eligible for Future Sale."

                                  LEGAL MATTERS

       Legal matters in connection with the securities being offered hereby will
be passed upon for the Company by Dreier & Baritz, LLP 1515 North Federal
Highway, Suite 300, Boca Raton, Florida 33432.

                                     EXPERTS

       The Consolidated Balance Sheets of the Company at December 31, 1997 and
December 31, 1996 and the related statements of income, cash flows and
shareholders equity for the three years in the period then ended appearing in
this Prospectus and Registration Statement have been audited by Spear, Safer &
Harmon & Co., Miami, Florida, independent auditors, as set forth in their report
thereon appearing elsewhere herein and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION
         The Company intends to furnish to its shareholders annual reports,
which will include financial statements audited by independent accountants, and
such other periodic reports as it may determine to furnish or as may be required
by law, including Sections 13(a) and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington D.C. 20549, a registration
statement on Form S-1 (the "Registration Statement") under the Securities Act
with respect to the securities offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement and the exhibits
thereto, as permitted by the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement and to the
exhibits filed therewith. Statements contained in this Prospectus as to the
contents of any contract or other document which has been filed as an exhibit to
the Registration Statement are qualified in their entirety by reference to such
exhibits for a complete statement of their terms and conditions. The
Registration Statement and the exhibits thereto may be inspected without charge
at the offices of the Commission and copies of all or any part thereof may be
obtained from the Commission's principal office at 450 Fifth Street, N.W.,
Washington D.C. 20549 or 

                                       41
at certain of the regional offices of the Commission located at 7 World Trade
Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, upon payment of the fees prescribed by the
Commission. Electronic reports and other information filed through the
Electronic Data Gathering, Analysis and Retrieval System are publicly available
through the Commission's website (http://www.sec.gov.) In addition, following
approval of the Common Stock for quotation on the NASDAQ National Market,
reports and other information concerning the Company may be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K Street,
N.W., Washington D.C. 20006.

                                       42
UNITED INFORMATION SYSTEMS, INC.

                CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 1997 AND 1996
INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The Board of Directors
United Information Systems, Inc.

We have audited the accompanying consolidated balance sheets of United
Information Systems, Inc. (the "Company") as of December 31, 1997 and 1996, and
the related consolidated statements of operations, shareholder's equity and cash
flows for each year in the three year period ended December 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the United
Information Systems, Inc. as of December 31, 1997 and 1996, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the financial
statements, the Company as of December 31, 1997 had a working capital deficiency
of approximately $7,900,000. As more fully described in Note 14 to the financial
statements, the Company due to its lack of working capital has not been able to
process orders and therefore revenues have substantially decreased for the first
quarter of 1998. As of the date of this report the Company has not been able to
secure additional capital. Those conditions raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

Miami, Florida
March 23, 1998
(except for Note 13, as to which the
 date is May 13, 1998)

                                      F-1
UNITED INFORMATION SYSTEMS, INC.
                           Consolidated Balance Sheets
                           December 31, 1997 and 1996
A S S E T S

                                                                                    1997                    1996
                                                                               -----------------       ---------------
Current Assets:
   Cash and cash equivalents                                                    $    1,347,653          $    3,068,268
   Accounts receivable, net                                                         11,365,336              17,947,109
   Inventory                                                                         7,560,723              13,868,956
   Prepaid expenses and other                                                           97,880                 556,499
   Other receivable                                                                    287,511                      -
                                                                                --------------          --------------

         Total Current Assets                                                       20,659,103              35,440,832

Notes Receivable                                                                    16,991,831                      -

Property and Equipment, net                                                          7,038,859               4,445,889

Other                                                                                  150,000                      -
                                                                                --------------          --------------

                                                                                $   44,839,793          $   39,886,721
                                                                                ==============          ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Lines-of-credit                                                              $    3,395,307          $    1,429,350
   Notes and loans payable                                                           5,199,974               4,546,605
   Due to related parties                                                            1,343,873               2,691,485
   Accounts payable and accrued expenses                                            18,534,635              20,690,309
   Current portion of long-term debt                                                   103,304                 134,238
                                                                                --------------          --------------

         Total Current Liabilities                                                  28,577,093              29,491,987
                                                                                --------------          --------------

Long-Term Debt, less current portion                                                    75,428                 223,787
                                                                                --------------          --------------

Shareholders' Equity:
   Common stock, $.001 par value; 19,000,000 shares authorized; 8,223,033, 
    and 6,602,566 shares issued and outstanding at
    December 31, 1997 and 1996, respectively                                             8,223                   6,603
   Preferred stock, $.001 par value; 1,000,000 shares
    authorized; no shares issued and outstanding                                            -                       -
   Additional paid-in capital                                                        3,156,596                 894,568
   Retained earnings                                                                14,412,612              10,015,419
   Cumulative translation adjustment                                                (1,390,159)               (745,643)
                                                                                --------------          --------------

         Total Shareholders' Equity                                                 16,187,272              10,170,947
                                                                                --------------          --------------

                                                                                $   44,839,793          $   39,886,721
                                                                                ==============          ==============
The accompanying notes are an integral part of these consolidated 
financial statements.

                                      F-2
UNITED INFORMATION SYSTEMS, INC.

                      Consolidated Statements of Operations

                  Years Ended December 31, 1997, 1996 and 1995
1997                 1996                 1995
                                                                 --------------       --------------       --------------
Revenues from Operations:
   Sales                                                        $   105,245,366       $    91,390,274      $   72,545,510
   Cost of sales                                                     77,872,193            78,513,550          61,052,782
                                                                ---------------       ---------------      --------------

Gross Profit                                                         27,373,173            12,876,724          11,492,728

Selling, General and Administrative Expenses                         17,314,154             7,426,375           6,061,525
                                                                ---------------       ---------------      --------------

                                                                     10,059,019             5,450,349           5,431,203

Other Income (Expenses):
   Interest income                                                    3,717,941             1,530,809           1,557,272
   Miscellaneous                                                        463,165               259,813             (65,157)
   Interest expense                                                  (8,394,896)           (3,544,256)         (4,066,933)
                                                                ---------------       ---------------      --------------

Income Before Income Taxes                                            5,845,229             3,696,715           2,856,385

Provision for Income Taxes                                                   -                     -               12,000
                                                                ---------------       ---------------      --------------

Net Income                                                      $     5,845,229       $     3,696,715      $    2,844,385
                                                                ===============       ===============      ==============

Basic Earnings Per Share:
   Net income                                                   $          0.86       $          0.56      $         0.43
                                                                ===============       ===============      ==============

Weighted Average Shares Outstanding                                   6,805,124             6,602,566           6,602,566
                                                                ===============       ===============      ==============
The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-3
UNITED INFORMATION SYSTEMS, INC.
                 Consolidated Statements of Shareholders' Equity
                     Years Ended December 31, 1997 and 1996
Common Stock
                                               ----------------------------                                                         
                                                                             Additional                    Cumulative    Total
                                                Shares                        Paid-In        Retained      Translation Shareholders'
                                                Issues         Amount         Capital        Earnings      Adjustment     Equity
                                               -----------    ---------     -----------     ----------     ----------- ------------
Balance at December 31, 1995                     6,602,566  $      6,603  $     783,939  $   6,967,044  $  (378,595)   $  7,378,991

Additional capital contributed                          -             -         110,629             -            -          110,629

Net income                                              -             -              -       3,696,715           -        3,696,715

Distributions to shareholders                           -             -              -        (648,340)          -         (648,340)

Translation adjustment                                  -             -              -              -      (367,048)       (367,048)
                                               -----------  ------------  -------------  ------------- ------------    ------------

Balance at December 31, 1996                     6,602,566         6,603        894,568     10,015,419     (745,643)     10,170,947
                                               -----------  ------------  -------------  ------------- ------------    ------------

Issuance of shares for convertible debentures      747,314           747        329,253             -            -          330,000

Issuance of shares through private placement       862,000           862      1,869,485             -            -        1,870,347

Shares issued in lieu of bond                       11,153            11            (11)            -            -               -

Additional capital contributed                          -             -          63,301             -            -           63,301

Net income                                              -             -              -       5,845,229           -        5,845,229

Distributions to shareholders                           -             -              -      (1,448,036)          -       (1,448,036)

Translation adjustment                                  -             -              -              -      (644,516)       (644,516)
                                               ----------- -------------  -------------  ------------- ------------   -------------

Balance at December 31, 1997                     8,223,033 $       8,223  $   3,156,596  $  14,412,612  $(1,390,159)  $  16,187,272
                                               =========== =============  =============  ============= ============   =============
The accompanying notes are an integral part of these consolidated financial
statements.
                                      F-4
UNITED INFORMATION SYSTEMS, INC.

                      Consolidated Statements of Cash Flows

                  Years Ended December 31, 1997, 1996 and 1995
1997                  1996                    1995
                                                                  --------------        --------------         --------------
Cash Flows from Operating Activities:
   Net income                                                     $    5,845,229       $      3,696,715       $      2,844,385
   Adjustments to reconcile net income to cash
    provided by operating activities:
     Depreciation and amortization                                       355,685                152,199                 42,436
     (Gain) loss on sale of property and equipment                      (105,788)                20,089                  2,425
     Translation adjustment                                             (644,516)              (367,048)              (294,367)
     Changes in assets and liabilities:
       Decrease (increase) in:
         Accounts receivable, net                                    (10,410,058)            (1,305,166)            (9,391,065)
         Inventory                                                     6,308,233             (5,292,551)            (2,487,468)
         Prepaid expenses and other                                      458,619               (418,332)               (85,481)
       Increase (decrease) in:
         Accounts payable and accrued expenses                        (2,155,674)             3,821,193             10,935,462
                                                                  --------------       ----------------       ----------------

Net Cash Provided by (Used in) Operating Activities                     (348,270)               307,099              1,566,327
                                                                  --------------       ----------------       ----------------

Cash Flows from Investing Activities:
   Acquisition of property and equipment                              (3,157,332)            (3,895,838)              (584,017)
   Proceeds from sale of equipment                                        26,954                  4,562                    500
                                                                  --------------       ----------------       ----------------

Net Cash Used in Investing Activities                                 (3,130,378)            (3,891,276)              (583,517)
                                                                  --------------       ----------------       ----------------
The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-5
UNITED INFORMATION SYSTEMS, INC.

                Consolidated Statements of Cash Flows (Continued)

                     Years Ended December 31, 1997 and 1996
1997                  1996                  1995
                                                                  --------------        --------------        -------------
Cash Flows from Financing Activities:
   Purchase of certificate of deposit                             $     (150,000)       $           -        $           -
   Net proceeds from lines-of-credit                                   1,965,957             1,429,350                   -
   Net proceeds from notes and loans payable                             653,369               436,401              319,105
   Repayments of amounts due to related parties                       (1,347,612)            2,200,654             (541,053)
   Net proceeds from (repayments of) long-term debt                     (179,293)              344,362               12,663
   Proceeds from the issuance of common stock                          2,200,347                    -               426,500
   Capital contribution                                                   63,301               110,629               73,229
   Distributions to shareholders                                      (1,448,036)             (648,340)            (120,000)
                                                                  --------------        --------------       --------------

Net Cash Provided by (Used in) Financing Activities                    1,758,033             3,873,056              170,444
                                                                  --------------        --------------       --------------

Increase (Decrease) in Cash and Cash Equivalents                      (1,720,615)              288,879            1,153,254

Cash and Cash Equivalents - Beginning of Year                          3,068,268             2,779,389            1,626,135
                                                                  --------------        --------------       --------------

Cash and Cash Equivalents - End of Year                           $    1,347,653        $    3,068,268       $    2,779,389
                                                                  ==============        ==============       ==============

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the year for:
     Interest                                                     $    8,394,896        $    3,544,256       $    4,066,933
     Income taxes                                                             -                     -                12,000

Supplemental Disclosure of Non-Cash Financing
  Activities:
   Debentures converted to common stock                           $      330,000        $           -        $           -
   Note received from sale of property                                   287,511                    -                    -
   Accounts receivable converted to note receivable                   16,991,831                    -                    -
The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-6
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

                     Years Ended December 31, 1997 and 1996

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

         Organization - United Information Systems, Inc., a Florida
         corporation ("UIS Miami") and UIS Industrial Ltda., a corporation
         organized under the laws of the Federal Republic of Brazil ("UIS
         Brazil" and collectively the "UIS Companies"), is a manufacturer
         and distributor of microcomputers and related peripherals within
         the Federal Republic of Brazil.

         On November 17, 1997, the UIS Companies completed a planned
         transaction to merge with and subsequently take control of, a
         publicly-held corporation, Seaton Group, Inc. ("Seaton"), a
         Delaware corporation through an exchange of shares. Through a
         series of amendments and domicile changes, the merged company is
         now known as United Information Systems, Inc. (the "Company"), a
         Delaware corporation.

         At the time of the merger, the UIS Companies had 1,885,000 shares
         of $1.00 par value common stock issued and outstanding. In
         addition, certain holders of Seaton's 5% convertible debentures
         had the right to receive a total of 747,314 shares of the
         Company's common stock. The holders of the debentures exercised
         their option in December, 1997 and received 747,314 shares of the
         Company's common stock (the "Conversion Shares"). The Conversion
         Shares are subject to a restriction on transfer for a period of
         twenty four months imposed by the Company and administered by an
         oversight committee.

         In accordance with the terms of the merger, shareholders of the
         UIS Companies and Seaton received an aggregate of 6,177,566 newly
         issued shares of the Company's common stock. In addition, the
         Company issued 400,000 shares of its common stock of which 200,000
         shares were issued to release the Company of certain obligations
         and rights, and 200,000 were issued for the right to execute a
         consulting agreement.

         Concurrent with the merger, the Company issued to 2M Capital Corp.
         options to purchase 500,000 shares of its common stock at $2.22
         per share (see also Note 12). The options are exercisable for a
         period of two years from the effective date of the merger. As of
         the date of this report, no options have been exercised.

         Basis of Presentation - Pursuant to the above, the merger has been
         treated as an acquisition of Seaton by the Company and a
         recapitalization of the Company. The historical financial
         statements prior to the effective date of the merger are those of
         the Company. 

         Principles of Consolidation - The accompanying consolidated
         financial statements reflect the financial position and results of
         operations of UIS, UIS Miami and UIS Brazil. All significant
         inter-company transactions and balances have been eliminated in
         consolidation.
                                      F-7
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              PRINCIPLES  (Continued)

              Foreign Currency Translation - Financial statements of foreign
              subsidiaries are translated into U.S. dollars at current rates,
              except that revenues, costs and expenses are translated at average
              current rates during each reporting period. Net exchange gains or
              losses resulting from the translation of foreign financial
              statements are accumulated and credited or charged directly to a
              separate component of shareholders' equity.

              Cash and Cash Equivalents - For purposes of the statements of cash
              flows, the Company considers all highly liquid investments which
              are readily convertible into cash and have maturities of three
              months or less to be cash equivalents.

              Inventory - Inventory is stated at the lower of cost or market. 
              Cost is determined using the average cost method.

              The Company's inventories consist primarily of high-technology
              computer equipment, which is subject to rapid technological
              obsolescence or reduction in value as a result of new products
              developed by competitors or normal competitive pressures.

              Property and Equipment - Property and equipment are stated at cost
              and are depreciated on a straight-line basis over their estimated
              useful lives ranging from five to 30 years.

              Revenue Recognition - Revenue is recognized from equipment sales
              when the product is shipped to the customer and commissions are
              recognized at the time the services are performed.

              Concentration of Credit Risk - Financial instruments which
              potentially expose the Company to concentrations of credit risk
              consist principally of cash and accounts receivable. The Company
              places its cash with high credit quality financial institutions
              and monitors the credit worthiness of its customers.

              The Company sells its product to distributors and resellers in
              Brazil. For the years ended December 31, 1997, 1996 and 1995
              approximately $17,891,000, $25,589,000 and $23,940,000,
              respectively, were sold to one major distributor. At December 31,
              1997 and 1996, accounts receivable included approximately
              $4,351,000 and $3,186,000, respectively, due from this customer.

              During 1997, the Company had purchases of approximately 31% from
              four suppliers. At December 31, 1997, these suppliers represented
              35% of accounts payable.

              The Company is also dependent on the economic and political
              stability of Brazil.

              Foreign Operations - Substantially all of the Company's revenues
              are generated in Brazil and therefore is subject to economic and
              political changes in the business environment, different than that
              of the United States. The success of the Company depends on the
              success of the Brazilian operations and a stable economic and
              political environment.
                                      F-8
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 1 -      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
              PRINCIPLES  (Continued)

              Impairment of Long-Lived Assets and Long-Lived Assets to be
              Disposed Of - The Company adopted the provisions of SFAS No. 121,
              Accounting for the Impairment of Long-Lived Assets and for
              Long-Lived Assets to be Disposed Of, on January 1, 1996. This
              statement requires that long-lived assets and certain identifiable
              intangibles be reviewed for impairment whenever events or changes
              in circumstances indicate that the carrying amount of an asset may
              not be recoverable. Recoverability of assets to be held and used
              is measured by a comparison of the carrying amount of an asset to
              future net cash flows (undiscounted and without interest) expected
              to be generated by the assets. If such assets are considered to be
              impaired, the impairment to be recognized is measured as the
              amount by which the carrying amount of the assets exceed the fair
              value of the assets. Assets to be disposed of are reported at the
              lower of the carrying amount or fair value less costs to sell.
              Adoption of this Statement did not have an impact on the Company's
              financial position or results of operations.

              Earnings Per Share - In February 1997, the FASB issued SFAS No.
              128, Earnings Per Share, which simplifies the computation of
              earnings per share and requires presentation of basic and diluted
              earnings per share. Pursuant to SFAS No. 128, the Company is
              considered a simple capital structure and, therefore, only basic
              earnings per share is required to be presented. Basic earnings per
              share are based on the weighted average number of shares
              outstanding for each of the years presented without giving effect
              to common stock equivalents.

              Income Taxes - Income taxes are based on the taxable income for
              each year as measured by the tax rates in effect for each of these
              years.

              Deferred tax assets and liabilities are determined based on the
              difference between the financial statement carrying amounts and
              the tax basis of assets and liabilities using enacted tax rates in
              effect in the years in which the differences are expected to
              reverse.

              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 disclosures of
              contingent assets and liabilities at the date of the financial
              statements and the reported amounts of revenues and expenses
              during the reporting period. Actual results could differ from
              those estimates.

              Recent Pronouncements - The Financial Accounting Standards Board
              ("FASB") has issued the following statements which are to be
              applied prospectively, #130 - Reporting Comprehensive Income, #131
              - Disclosures About Segments of an Enterprise and Related
              Information and #132 - Employers' Disclosures About Pensions and
              Other Post Retirement Benefits. Once effective, none of these
              pronouncements are expected to have a material impact on the
              consolidated financial statements of the Company.

                                      F-9
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 2  -  NOTES RECEIVABLE

           During 1997, the Company converted several accounts receivable to
           notes receivable. These notes bear interest at rates ranging from
           6.48% to 17.76% per annum and require monthly payments of
           principal and interest through 2003. Schedule of principle
           payments from notes receivable are as follows:

                               Year Ended
                              December 31,
                              -----------

                                  1998                      $      2,980,000
                                  1999                             4,490,000
                                  2000                             3,902,000
                                  2001                             2,801,000
                                  2002                             1,381,000
                              Thereafter                           1,437,000
                                                            ----------------
                                                            $     16,991,000
                                                            ================

NOTE 3  -  PROPERTY AND EQUIPMENT

           Property and equipment at December 31, consists of the following:

                                                     1997              1996

                                               ----------------  ---------------
              Building                         $     5,533,702   $    3,499,391
              Building improvements                    272,119          231,913
              Furniture and equipment                1,652,198          647,589
              Vehicles                                 141,729          272,200
                                               ---------------   --------------

                                                     7,599,748        4,651,093

              Less accumulated depreciation            560,889          205,204
                                               ---------------   --------------

                                               $     7,038,859   $    4,445,889
                                               ===============   ==============
                                      F-10
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 4  -  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

           Accounts payable and accrued expenses as of December 31, 1997 and
           1996 consist of the following:

                                                  1997                  1996

                                            ---------------       --------------
              Trade payables                $    16,615,770       $   15,441,143
              Sales taxes                         1,012,185            4,650,656
              Payroll and related                   694,848              598,510
              Consulting fees                       175,000                   -
              Other                                  36,832                   -
                                            ---------------       --------------

                                            $    18,534,635       $   20,690,309
                                            ===============       ==============

NOTE 5  -  LINES-OF- CREDIT

           Miami
           -----

           At December 31, 1997, the Company had a $1,000,000 line-of-credit
           agreement with interest payable monthly at the bank's prime rate
           of interest plus 1%. The line-of-credit is collateralized by the
           Company's building located in Miami, Florida and a $150,000
           certificate of deposit. Subsequent to December 31, 1997, the
           line-of-credit agreement was renegotiated and converted to a note
           under a term loan agreement. The term loan is payable in monthly
           installments of principal and interest at 9.5% per annum with a
           balloon payment due in January 2003.

           Brazil
           ------

           During the course of conducting its business, the Company finds
           situations where it is required to borrow against its receivable.
           The Company frequently factors such receivables for a period of 90
           to 120 days, with local financial institutions at various rates
           normally higher than the going lending rates. At December 31, 1997
           and 1996, the Company owed approximately $2,395,000 and
           $1,429,000, respectively, to various banks in Brazil. The
           lines-of-credit require monthly interest payments at an average
           rate of 6%.

NOTE 6 - NOTES AND LOANS PAYABLE

         Notes and loans payable consist of four separate unsecured
         short-term loans bearing interest at rates ranging from 7% to 12%
         per annum and maturing through October 1998.

                                      F-11
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 7  -  LONG-TERM DEBT

              Long-term debt at December 31, consists of the following:
1997                     1996
                                                                                -----------             ----------
Note payable - bank; principal and interest at 11% payable in
               monthly installments of $9,822; matures in August 1999;
               collateralized by building                                     $     178,732          $     271,323

              Note payable - bank; principal and interest at 8% payable in
               monthly installments of $1,714; matures in May 2000;
               collateralized by a vehicle                                               -                  47,062

              Note payable - bank; principal and interest at 6% payable in
               monthly installments of $3,492; matures in January 1998;
               collateralized by a vehicle                                    $          -           $      39,640

              Note payable - bank; principal and interest at 9% payable in
               monthly installments of $482; matures in August 1998; collater-
               alized by transportation                                                  -                      -
                                                                             -------------           ------------

                  Total Long-Term Debt                                             178,732                358,025

              Less Current Installments                                            103,304                134,238
                                                                             -------------          -------------

              Long-Term Debt, excluding
               current maturities                                            $      75,428          $     223,787
                                                                             =============          =============
Aggregate maturities of long-term debt for the years subsequent to
              December 31, 1997 are as follows:

                          Year Ending
                          December 31,
                          -----------

                             1998                                 $    103,304
                             1999                                       75,428
                                                                  ------------

                                                                  $    178,732
                                                                  ============
                                      F-12
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 8  -  INCOME TAXES

           UIS - Miami elected, with the consent of its shareholder, to be
           taxed pursuant to S corporation provisions of the Internal Revenue
           Code, effective September 1, 1995. Pursuant to these provisions,
           the taxable income of UIS - Miami for the period from September 1,
           1995 through December 31, 1995 is reflected by the shareholder on
           his individual income tax return.

           Effective November 17, 1997, UIS - Miami revoked its S corporation
           status and, therefore, is subject to income taxes as a regular
           corporation. However, UIS - Miami had no taxable income for the
           period from November 17, 1997 through December 31, 1997. In
           addition, any deferred tax assets or liabilities are deemed
           immaterial.

           UIS - Brazil is not subject to income taxes due to a 10-year tax
           abatement which expires in the year 2003 provided by the Federal
           Republic of Brazil. Therefore, for the year ended December 31,
           1997 and 1996, there are no provisions for income taxes.

           The provision for income taxes for the year ended December 31,
           1995 consists of the following current amounts related to the
           period from January 1, 1995 through August 31, 1995 the period
           prior to the S corporation election by UIS - Miami:

                  Federal                                    $         9,000
                  State                                                3,000
                                                             ---------------

                                                             $        12,000
                                                             ===============

           The Company was not liable for U.S. income taxes for the years
           ended December 31, 1997 and December 31, 1996, because all
           earnings were generated by the Brazilian subsidiary and no
           earnings were repatriated as dividends to the Company for these
           reporting periods. Therefore, no deferred tax assets or
           liabilities are attributable to these years other than those
           reported by the subsidiary in its regional operations.

NOTE 9  -  RELATED PARTY TRANSACTION

           For the years ended December 31, 1997, 1996 and 1995, the Company
           had sales to related parties of approximately $24,255,000,
           $25,394,000 and $16,265,000, respectively. Included in accounts
           receivable at December 31, 1997 and 1996, are amounts due from
           related parties amounting to approximately $2,592,000 and
           $2,803,000, respectively.

                                      F-13
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 10  -  FAIR VALUE OF FINANCIAL INSTRUMENTS

            The carrying amounts of financial instruments such as cash and
            cash equivalents, accounts receivable, prepaid expenses and other
            current assets and accounts payable and accrued expenses
            approximated fair value at December 31, 1997 and 1996, because of
            the short maturity of these instruments.

            Based on the borrowing rates currently available to the Company
            for loans with similar terms and maturities, the fair value of
            borrowings under the line-of-credit and long-term debt approximate
            their carrying amounts.

NOTE 11 - PRIVATE PLACEMENT

          In November 1997, the Company completed a private offering of
          862,000 shares (the "Private Offering Shares") of its Common Stock
          at $2.22 per share (the "Private Offering"). The 862,000 shares
          are subject to restrictions on transfer wherein neither the
          subscriber nor the subscriber's representatives, administrators,
          successors or assignees will offer, sell, transfer, assign,
          pledge, encumber or otherwise attempt to directly or indirectly
          dispose of (a) 41% per investor on a pro-rata basis (or an
          aggregate of 353,420 shares) of the Shares for a period of nine
          months from the date hereof; and (b) 59% per investor on a
          pro-rata basis (or an aggregate of 508,580 shares) for a period of
          24 months from the date hereof.

          The Private Offering Shares are also subject to restrictions on
          transfer whereby neither the holder thereof nor the holders
          representatives, administrators, successors or assignees will
          offer, sell, transfer, assign, pledge, encumber or otherwise
          attempt to directly or indirectly dispose of (a) 41% per investor
          on a pro-rata basis (or an aggregate of 353,420 shares) of the
          Private Offering Shares for a period of nine (9) months from the
          date hereof (the "41% Restriction"); and (b) 59% per investor on a
          pro-rata basis (or an aggregate of 508,580 shares) for a period of
          twenty-four (24) months from the date hereof (the 59%
          Restriction") without the prior written consent of the Oversight
          Committee of 2M Capital Corp. (the "2M Capital Restriction"), who
          has been designated by the Company as the administrator of the
          Company's oversight on transfers of shares of common stock of the
          Company. Notwithstanding the 41% Restriction or the 59%
          Restriction described above, in the event a portion of the shares
          offered herein are released from the 2M Capital Restriction, by
          request of an investor or otherwise, the amount of shares held by
          each investor subject to the 2M Capital Restriction will be
          released from such restriction on a pro rata basis based on the
          percentage of shares purchased by the investor in this Offering.

                                      F-14
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 12 - COMMITMENTS AND CONTINGENCIES

          Employee Agreement - In November 1997, the Company entered into an
          employment agreement (the "Employment Agreement") with the
          Company's Chairman and chief executive officer ("CEO"), for a term
          of three years at a salary of $300,000 per year, excluding bonuses
          and benefits. Upon expiration, the CEO may renew the Employment
          Agreement for an additional three years. Under the terms of the
          Employment Agreement, the CEO is obligated to be employed solely
          by the Company to perform all duties consistent with those of a
          Chairman and CEO. The Employment Agreement contains a covenant not
          to compete which prohibits the CEO, for a period of 24 months
          after termination of the Employment Agreement, from (i) engaging
          in the business activities, as defined by the Employment
          Agreement, of the Company within certain restricted areas; (ii)
          soliciting business relationships with any of the Company's
          clients or employees; or (iii) interfere with any prospective
          relationship or contract of the Company.

          Consulting Agreement - In November 1997, the Company entered into
          a consulting agreement (the "Consulting Agreement") with 2M
          Capital Corp. ("2M Capital") for an initial term of two years.
          Pursuant to the Consulting Agreement, 2M Capital is obligated to
          assist the Company in (i) implementing and monitoring an investor
          relations program with investors, investment advisors, market
          makers and brokers including, but not limited to, meeting with the
          foregoing and arranging for principal officers of the Company to
          meet with the foregoing; and (ii) implementing and monitoring a
          strategic planning process for the Company.

          In addition, the Consulting Agreement provides that the Company
          may not, for a period of 24 months from the date of the agreement,
          offer, sell, contract to sell, or otherwise dispose of, any of its
          securities without the prior written consent of 2M Capital, except
          for the issuance of shares of common stock to be issued in a
          public offering, at a price not less than 90% of the average of
          the closing bid prices of the common stock as reported on NASD
          Bulletin Board for the ten consecutive trading day period
          immediately preceding the date of sale. In addition to the
          foregoing, 2M Capital shall have the right and obligation to
          consider and authorize, in its discretion, the release of
          restrictions imposed upon any shares of common stock of the
          Company. As compensation for the performance of 2M Capital
          obligations under the Consulting Agreement, the Company will pay
          2M Capital $20,833 per month for the first four months of the term
          of the Consulting Agreement and $500 for the remaining twenty
          months. In addition, 2M Capital received options to purchase
          500,000 shares of the Company's common stock at $2.22 per share.

          Agreement with HHI and HMI - On November 17, 1997, the Company
          entered into an agreement with Hirel Holdings, Inc. ("HHI") and
          Hirel Marketing, Inc. ("HMI"), which HMI engaged in substantial
          negotiations with the UIS Companies in connection with HMI
          acquiring the UIS Companies, pursuant to which the Company issued
          to HHI 200,000 shares of common stock in exchange for HMI and HHI
          releasing the Company and the UIS Companies from and against any
          and all rights or claims HMI and HHI may have had with respect to
          the Company's acquisition of the UIS Companies.

                                      F-15
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued)

          Agreement with HHI - In November 1997, the Company entered into an
          agreement with HHI and Vincent Montelione ("Montelione") pursuant
          to which (1) the Company, HHI and Montelione agreed to terminate
          an employment agreement between, Montelione and HHI, and in lieu
          thereof, Montelione and HHI will enter into a consulting agreement
          ("Hirel Consulting Agreement"); and (2) agreed that it did not
          have, and shall not have, any cause or causes of action against
          the Company by virtue of any covenants against competition that
          may have previously been executed by Montelione with HHI or
          pursuant to the Hirel Consulting Agreement, and that Montelione
          does not possess any "confidential information", as such term is
          defined under the employment agreement, that does or could relate
          to the UIS Companies. In consideration of the foregoing, HHI
          received 200,000 shares of the Company's common stock, 100,000 of
          such shares being subject to certain restrictions upon
          transferability, imposed by the Company and administered by the
          Oversight Committee, for a twenty-four (24) month period from the
          day of issuance. Montelione will remain a Director, and principal
          shareholder of HHI.

          Employee Benefits - UIS Brazil is required, pursuant to the laws
          of the Federal Republic of Brazil, to provide various employee
          benefits including but not limited to (i) transportation to and
          from their homes; (ii) medical assistance and (iii) breakfast,
          lunch and dinner depending on the employees' work shift.

          Legal Matters - In October 1997, a supplier filed suit against UIS
          Miami and its CEO, seeking damages of $1,346,680 plus interest
          alleging that UIS Miami failed to make payment on certain
          shipments of computer monitors to UIS Miami. The parties have
          entered into a settlement agreement wherein UIS Miami and its
          president will pay the supplier the total sum of $1,346,680 (the
          "Settlement Amount") with $500,000 of such Settlement Amount
          having been paid on the date of the settlement agreement. The
          unpaid portion of the Settlement Amount ($846,680) is to be paid
          in 33 equal weekly installments of $25,000 (the "Installment
          Payments"). The Installment Payments are secured by 100,000 of
          common stock (the "Settlement Shares") in the Company which was
          personally pledged to the supplier by the CEO of UIS Miami. The
          supplier is entitled to registration rights with respect to the
          Settlement Shares.

          In addition, the Company and several of its suppliers have entered
          into settlement agreements where in the Company will pay the
          suppliers $1,223,558 of which $10,113 was paid at December 31,
          1997. The unpaid amounts are to be paid over a period of 28 months
          and are included in accounts payable and accrued expenses in the
          accompanying 1997 balance sheet.

          The Company is also involved in various legal proceedings, claims
          and litigation arising in the ordinary course of business.
          However, in the opinion of management, these matters will not have
          a material affect on the Company's consolidated financial
          position.

                                      F-16
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued)

          Year 2000 Compliance - The Company believes the cost of
          administering its Year 2000 readiness program, exclusive of any
          customer claims, will not have a material adverse impact on future
          earnings. Since there is no uniform definition of Year 2000
          compliance and since all customer situations cannot be
          anticipated, particularly those involving third-party products,
          the Company may see an increase in warranty and other claims as a
          result of the Year 2000 transition. Such claims, if successful,
          could have a material adverse impact on results.

          The Company's efforts to address its internal hardware, operating
          and information systems are currently under way in the United
          States and have already been completed in Brazil. The Company is
          in the process of replacing some of its older systems with new
          systems that are able to handle the Year 2000 transition and
          management will continue to review the Company's internal systems
          and intends to address any issues as they arise. Although the
          completion of the Company's efforts are still in process, the
          Company believes that the impact of the Year 2000 transition will
          not have a material adverse impact on future results. In addition
          to its internal review procedures, the Company is also
          coordinating Year 2000 compliance issues with its suppliers. Since
          the compliance of suppliers depends on their cooperation, no
          assurances can be given as to the impact of their non-compliance
          on future operating results.

NOTE 13 - SUBSEQUENT EVENTS

          Public Relations Agreement - In February 1998, the Company entered
          into an agreement with Capital Communications, Ltd. ("Capital")
          whereby Capital will, among other services, (i) advise and assist
          the Company in developing and implementing appropriate plans and
          materials for presenting the Company and its business plans,
          strategy and personnel to the financial community, (ii) establish
          an image for the Company in the financial community, and (iii)
          create the foundation for subsequent financial public relations
          efforts. The agreement is for a twelve month period expiring in
          February 1999.

          Pursuant to this agreement, Capital is entitled to receive a fee
          of $2,000 per month for the duration of the agreement. In
          addition, Capital was issued 125,000 shares of the Company's
          common stock as a commencement bonus. The 125,000 shares are a
          non-refundable, non-apportionable, non-ratable retainer and are
          not a prepayment for future services.
    
                                      F-17
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 13 - SUBSEQUENT EVENTS  (Continued)

          Investment Banking Agreement - In March 1998, the Company entered
          into an agreement with JCA Investment Banking ("JCA") whereby JCA
          will act as the Company's placement agent and investment banker
          with respect to matters related to the financing of the Company's
          businesses, recapitalizations, mergers and acquisitions. The
          Company currently intends to issue a Private Placement Financing
          Request ("Private Placement") for a minimum of $5,000,000 and up
          to a maximum of $15,000,000 through JCA. Pursuant to this
          agreement, the Company will pay JCA an investment banking fee of
          $5,000 per month for a twelve month period expiring in March 1999.
          In addition, JCA will be granted 5-year warrants at the market bid
          price on the closing date of the Private Placement at a price of
          $0.001 per warrant. These warrants will entitle JCA to receive 5%
          of the Company's outstanding shares at the closing date of the
          Private Placement. The agreement also entitles JCA to receive a
          placement fee equal to 5% of the funds raised in the Private
          Placement plus 10% of the amount of shares sold in the Private
          Placement in the form of 5-year warrants at the market closing bid
          price on the closing date of the Private Placement at $0.001 per
          warrant. In May 1998, the Company terminated the agreement with
          JCA. Pursuant to provisions within the contract, the termination
          of this agreement will become effective June 4, 1998.

          Agreement with PSC - In March 1998, the Company entered into an
          agreement with Preferred Securities Group, Inc. ("PSC") for twelve
          month period expiring in March 1999. Pursuant to the agreement,
          PSC shall, provide such regular and customary consulting services
          requested by the Company which may include, but will not be
          limited to, (i) the dissemination of permissible information about
          the Company to the investment community; (ii) assistance with the
          preparation of annual and interim reports and press releases;
          (iii) assistance with financial public relations; (iv) assistance
          in dealing with investment bankers and securities analysts and (v)
          providing advice and analysis with respect to trading in the
          Company's securities and other market conditions generally
          pursuant to this agreement, PSC is entitled to receive a fee of
          $2,500 per month for the term of the agreement and was granted
          irrevocable two-year warrants to purchase 225,000 shares of the
          Company's common stock at $6.50 per share. The warrants are
          exercisable 10% per month commencing June 15, 1998.

                                      F-18
UNITED INFORMATION SYSTEMS, INC.

                   Notes to Consolidated Financial Statements

NOTE 13 - SUBSEQUENT EVENTS  (Continued)

          Agreement with CCEC - The Company entered into an agreement with
          Continental Capital & Equity Corporation ("CCEC") whereby CCEC
          will provide services which may include, but will not be limited
          to (i) the dissemination of permissible information about the
          Company to the investment community; (ii) advise and assist the
          Company in developing and implementing plans in the achievement of
          the Company's desired goals; (iii) assistance in dealing with
          investment bankers and securities analysts; (iv) publicize the
          Company to brokers, prospective investors and shareholders through
          CCEC's network and (v) provide consulting services with respect to
          providing advice and analysis on the trading of the Company's
          stock and other market conditions. Services to be performed under
          this agreement shall continue for not less than 12 months. In
          consideration of the services to be performed the Company paid
          CCEC $250,000 payable in 40,000 free trading shares of the
          Company's common stock at the date of execution of the agreement.
          CCEC also received an option to purchase 100,000 shares of common
          stock valued as follows: 50,000 shares valued at $9.00 and 50,000
          shares valued at $12.00. CCEC may exercise its right to purchase
          shares of the Company's common stock pursuant to the option
          agreement in minimum increments of 10,000 shares. CCEC's right to
          purchase shares of the Company's common stock pursuant to this
          option will expire one year to the day that the registration
          statement registering the underlying shares is deemed effective.

           Sale of Warehouse - In May 1998, the Company sold 1 of 3 warehouse
           units located in Miami, Florida for $475,800. The proceeds from this
           sale were used to pay a portion of the line-of-credit.

NOTE 14 - GOING CONCERN

          As of December 31, 1997 the Company had a working capital
          deficiency of approximately $7,900,000. The deficiency in the
          working capital has created a situation whereby the Company is
          unable to process orders due to the shortage of working capital.
          This backlog of orders has also affected the Company's ability to
          continue as a going concern due to a substantial decrease in
          revenues for the first quarter of 1998.

                                      F-19
No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer contained herein, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any Underwriter. This Prospectus does not constitute an offer
of any securities other than those to which it relates or an offer to sell, or a
solicitation, in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation. The delivery of this Prospectus, under any
circumstances, at any time, does not imply that the information contained herein
is correct as of any time subsequent to its date.
                     ------------
                   TABLE OF CONTENTS
                                                 Page
                                                 ----
Prospectus Summary..........................
Risk Factors................................
Use of Proceeds.............................
Dividend Policy.............................
Dilution....................................
Capitalization..............................
Selected Financial Data.....................
Management's Discussion and
 Analysis of Financial Condi-
 tion and Results of  Operation.............
Business....................................
Management..................................
Certain Transactions........................
Concurrent Offering.........................
Principal Shareholders......................
Description of Securities...................
Shares Eligible for Future
 Sale.......................................
Underwriting................................
Legal Matters...............................
Experts.....................................
Additional Information......................
Index to Financial Statements...............

Until _________, 1998 (90 days after the commencement of this offering), dealers
effecting transactions in registered securities, whether or not participating in
the distribution, may be required to deliver a Prospectus.

           UNITED INFORMATION SYSTEMS, INC.

                     Common Stock

                      PROSPECTUS

                     May ___, 1998
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution.*

         Registration Fees - Securities and
            Exchange Commission                               $     7,795.31
         Filing Fee - National Association
             Securities Dealers                               $     ________
         Transfer Agent Fees                                  $     1,035.73
         Cost of Printing and Engraving                       $     ________
         Legal Fees and Expenses                              $     ________
         Accounting Fees and Expenses                         $     ________
         Blue Sky Fees and Expenses                           $     ________

         Miscellaneous                                        $     ________

                  Total                                       $     ________

*Estimated

Item 14.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware, under which
jurisdiction the Company is incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action was brought shall
determine that, despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 of the General Corporation Law of Delaware further provides
that to the extent a director, officer, employee or agent of the corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

         The Certificate of Incorporation and By-Laws of the Company require the
Company to indemnify its Directors and officers to the fullest extent permitted
by the General Corporation Law of 

                                      II-1
the State of Delaware.

Item 15.  Recent Sales of Unregistered Securities.

         Unless otherwise indicated, all sales of unregistered securities
referred to in this section were exempt from registration pursuant to section
4(2) under the Securities Act of 1933, as amended, inasmuch as each investor had
access to financial and other information concerning the Company and had the
opportunity to ask questions concerning the Company and its operations.

         On February 23, 1996 the Company issued (i) 35,000 shares of Series A
Convertible Preferred Stock; (ii) and promissory notes in the aggregate amount
of $310,000 in partial consideration for the acquisition of K-Pasa, Inc. Also on
February 23, 1996, the Company issued 1,824,921 shares of Common Stock raising
$200,000 therefrom and a promissory note in the amount of $50,000 which proceeds
were used as additional consideration to consummate the acquisition of K-Pasa,
Inc.

         On May 9, 1996, the Company completed a private offering of 14,400
shares of its common stock to Sampas Overseas, Inc. On August 9, 1996, the
Company issued 315,000 shares of Convertible Preferred Stock to a shareholder in
consideration for the cancellation of a $211,765 note of which the Company was
the maker.

         On August 19, 1996, the Company issued 315,000 shares of Series C
Convertible Preferred Stock to Milton Barbarosh and the Stenton Leigh Group,
Inc. in consideration for the cancellation of a $315,000 note on which the
Company was maker.

         On August 20, 1996, the Company issued an aggregate of 100,000 shares
of its Common Stock to Irwin Jacobson and Mark Scharman which issuance was
required as part of an adjustment to shares previously issued and sold.

         On August 21, 1996, the Company completed a private offering of
2,577,705 shares of its common stock to Angus Hay, Gerard Thompson, Stanley
Rumbough, Jr., Pedro Alves and Milton Barbarosh for an aggregate of $200,000.

         On October 2, 1996, the Company issued an aggregate of 362,000 shares
of its common stock to I.W. Miller and Company, Inc., Frank Miller, John
Masters, Gerard Thompson and Angus Hay in consideration for services rendered to
the Company.

         On December 17, 1996, the Company completed a private offering of 2,000
shares of its common stock to Veronica De Los Santos and Kathy Palomo for
services rendered.

         On October 15, 1997, the Company completed a private offering of 50,000
of its common stock to Frank Miller in consideration of services rendered to the
Company by Mr. Miller.

         On November 17, 1997, the Company granted 2M Capital Corporation ("2M")
options to purchase 500,000 shares of common stock in the Company in
consideration for services rendered, or to be rendered, under the terms of a
consulting agreement between the Company and 2M Capital Corporation. Under the
terms of the Consulting Agreement, which has an initial term of two (2) years,

                                      II-2
2M is obligated to assist the Company in (i) implementing and monitoring an
investor relations program with investors, investment advisors, market makers
and stockbrokers including, but not limited to, meeting with the foregoing and
arranging for principal officers of the Company to meet with the foregoing; and
(ii) implementing and monitoring a strategic planning process for the Company.

         On September 30, 1997, the Company completed a private offering in
which it issued a 5% Convertible Debenture ("Debenture A") for $100,000 to a
single investor. Debenture A entitles the holder thereof to convert the
Debenture into 323,545 shares of Common Stock of the Company at a conversion
price of $.3090 per share.

         On October 15, 1997, the Company completed a private offering in which
it issued a 5% Convertible Debenture ("Debenture B") for $230,000 to a single
investor. Debenture B entitles the holder thereof to convert the Debenture into
423,769 shares of Common Stock of the Company at a conversion price of $.5427.

         On November 14, 1997, the Company commenced an private offering of
950,000 shares of its Common Stock at $2.22 per share under Rule 506 of
Regulation D through which the Company sold 862,000 shares and received net
proceeds of $1,774,934.06. The proceeds from the offering were used to
consummate the acquisition by the Company of the UIS Companies.

         On November 17, 1997, the Company entered into an agreement with Hirel
Holdings, Inc. ("HHI") and Hirel Marketing, Inc. ("HMI"), a wholly-owned
subsidiary of HHI, pursuant to which the Company issued HHI Two Hundred Thousand
(200,000) shares of Common Stock in exchange for HMI and HHI releasing the
Company and the UIS Companies from and against any and all rights or claims HMI
and HHI may have had with respect to the Company's acquisition of the UIS
Companies. Prior to November 1997, HHI and HMI engaged in substantial
negotiations with the UIS Companies in connection with HMI with the objective of
acquiring the UIS Companies. Under the terms of the Agreement with HHI and HMI,
the 200,000 shares of common stock received by HHI are being registered in the
registration statement of which this Prospectus forms a part. Mr. Montelione, a
six (6%) percent shareholder of the Company and member of the Oversight
Committee, is also a consultant and director of HHI.

         On November 17, 1997, the Company entered into an agreement with HHI
and Vincent Montelione for the purpose of inducing HHI to amend its Employment
Agreement with Mr. Montelione to enable Mr. Montelione to enter into a
Consulting Agreement with the Company. Pursuant to the Agreement, HHI
represented that it did not have, and shall not have, any cause or causes of
action against the Company by virtue of any covenants against competition that
may have previously been executed by Mr. Montelione with HHI in such prior
Employment Agreement or pursuant to a current consulting agreement between Mr.
Montelione and HHI, and that Mr. Montelione does not possess any "confidential
information," as such term is defined under the prior Employment Agreement, that
does or could relate to the UIS Companies. In consideration of the foregoing,
HHI received Two Hundred Thousand (200,000) shares of the Company's Common
Stock, One Hundred Thousand (100,000) of such shares are subject to certain
restrictions upon transferability, imposed by the Company, for a twenty-four
(24) month period from November 17, 1997. Under the terms of the Agreement with
HHI, the Two Hundred Thousand (200,000) shares received by HHI are being
registered in the registration statement of which this Prospectus forms a part.
Mr. Montelione will remain a Director, and principal shareholder of HHI. Mr.
Montelione is also a six (6%) percent shareholder of the 

                                      II-3
Company and a member of the Oversight Committee.

         On January 5, 1998, the Company issued 125,000 shares of common stock
of the Company to Capital Communications, Ltd. ("Capital") in consideration for
services to be rendered by Capital to the Company pursuant to the terms of a
twelve month consulting agreement. Under the terms of the consulting agreement,
Capital will assist and advise the Company in investor communications and
financial and investor public relations. The Company granted Capital certain
piggy-back registration rights with respect to the common stock; however,
Capital has agreed not to sell the shares until March 1, 1999 or the termination
of the Consulting Agreement without the prior consent of the Company.

         On March 12, 1998, the Company granted warrants (the "PSG Warrants") to
purchase an aggregate of 225,000 shares of Common Stock of the Company at an
exercise price of $6.50 per share to Preferred Securities Group, Inc. ("PSG")
pursuant to the terms of a twelve month Consulting Agreement between the Company
and PSG. Under the terms of the consulting agreement, PSG will provide certain
corporate financing consulting services to the Company. Beginning on June 10,
1998, 22,500 of the PSG Warrants will vest each month for the consecutive ten
(10) month period.

         On April 8, 1998, the Company entered into a Client Services Agreement
with Continental Capital & Equity Corporation ("Continental"). Pursuant to the
terms of the Agreement, the Company granted Continental options to purchase an
aggregate of 100,000 shares of Common Stock, with 50,000 of such options
exercisable at $9.00 per share and the remaining 50,000 options exercisable at
$12.00 per share. The exercise period commences on the date this Registration
Statement becomes effective and for a period of one year thereafter.

Item 16.  Exhibits and Financial Statement Schedules.
Exhibit No.    Description of Exhibits
2.1                        Reorganization Agreement by and among Seaton Group, Inc., United Information Systems, Inc., UIS
                           Industrial LTDA, and the Shareholders of United Information Systems, Inc. and UIS Industrial LTDA
                           dated November 17, 1997 (the "Reorganization Agreement").(1)

2.2                        Amendment No. 1 to the Reorganization Agreement dated November 21, 1997.(1)

3.1                        Articles of Incorporation of The Oceana Group, Inc. dated February 10, 1986.(1)

3.2                        Certificate of Amendment to the Certificate of Incorporation of The Oceana Group, Inc.
                           dated March 20, 1992 filed March 23, 1992.(1)

3.3                        Certificate of Amendment to the Certificate of Incorporation of Classic Video Theatre,
                           Inc. dated May 2, 1996 filed May 10, 1992.(1)

3.4                        Certificate of Amendment to the Certificate of Incorporation of Seaton Group, Inc.
                           dated May 2, 1996 filed May 13, 1996.(1)

                                      II-4
3.5                        Certificate of Amendment to the Certificate of Incorporation of Seaton Group, Inc.
                           filed November 18, 1997.(1)

3.6                        Certificate of Designation of Series C Convertible Preferred Stock dated November 18,
                           1997.(1)

3.7                        Certificate of Elimination of Series A&C Convertible Preferred Stock of Seaton Group,
                           Inc. filed November 18, 1997.(1)

3.8                        Certificate of Amendment to the Certificate of Incorporation of Seaton Group, Inc.
                           filed December 3, 1997.(1)

3.9                        Bylaws of The Oceana Group(1)

4.1                        Form of Common Stock Certificate(2)

5.                         Opinion of Dreier & Baritz, L.L.P. as to the validity of the securities being
                           registered(2)

10.1                       Agreement between Seaton Group, Inc., Hirel Holdings, Inc. and Hirel Marketing, Inc.
                           dated November 17, 1997.(1)

10.2                       Amendment to Agreement between Seaton Group, Inc., Hirel Holdings, Inc. and Hirel
                           Marketing, Inc. dated November 17, 1997.(1)

10.3                       Agreement between Seaton Group, Inc., Hirel Holdings, Inc. and Vincent Montelione
                           dated December 1, 1997.(1)

10.4                       Consulting Agreement between Seaton Group, Inc. and 2M Capital Corp. dated November
                           17, 1997.(1)

10.5                       Amendment to Consulting Agreement between Seaton Group, Inc. and 2M Capital Corp.
                           dated November 17, 1997.(1)

10.6                       Indemnification Agreement between Seaton Group, Inc. and United Information Systems,
                           Inc. and UIS Industrial Ltda. dated November 17, 1997.(1)

10.7                       Employment Agreement between Seaton Group, Inc. and Carlos Maia dated November 17,
                           1997.(1)

10.8                       Consulting Agreement between United Information Systems, Inc. and
                           Preferred Securities, Inc. dated April 13, 1998.(1)

10.9                       Consulting Agreement between  United Information Systems, Inc. and
                           Capital Communications, Ltd. dated January 5, 1998.(1)

                                      II-5
10.10                      Client Service Agreement between Continental Capital & Equity Corp.
                           and United Information Systems, Inc. dated April 8, 1998.(1)

10.11                      Voting Trust Agreement between Carlos Maia and Jorge Miguel Maia. (2)

10.12                      Investment Banking Services Agreement between United Information Systems, Inc.
                           and JCA Investment Banking dated March 12, 1998.(1)

22.                        Subsidiaries(1)

23.1                       Consent of Spear, Safer, Harmon and Co.(1)

23.2                       Consent of Dreier & Baritz, L.L.P. [included as part of Exhibit 5.](2)

27.                        Financial Data Schedule(1)
----------------

1.       Filed herewith.
2.       To be filed.

Item 17.  Undertakings.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officer, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

         The undersigned registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement which:

                  (i)  includes any prospectus required by section 10(a)(3) of 
         the Securities Act of 1993;

                  (ii) reflects in the prospectus any facts or events arising
         after the effective date of

                                      II-6
the registration statement (or the most recent post-effective amendment
         thereof) which, individually or in the aggregate, represent a
         fundamental change in the information set forth in the registration
         statement.

                  (iii) includes any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement.

         (b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (d) (i) that for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

                  (ii) that for the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                      II-7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Miami, State
of Florida on the _____ day of May, 1998.

                                   UNITED INFORMATION SYSTEMS, INC.

                                   By:      /s/ Carlos Maia
                                            ------------------------------------
                                            Carlos Maia, Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                    Title                              Date
         ---------                                    -----                              ----
Chairman of the Board and
                                            Chief Executive Officer
/s/ Carlos Maia                             (Principal Executive Officer)           May ___, 1998
--------------------------------
Carlos Maia

/s/ Saul Maia                               President and Director                  May ___, 1998
----------------------------------
Saul Maia

                                            Chief Financial Officer,
                                            Treasurer and Director
/s/ William Cuervo                          (Principal Accounting Officer)          May ___, 1998
--------------------------------
William Cuervo
II-8