U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended December 31, 1999

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _________

                         Commission file number 0-24273

                        MAX INTERNET COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                                75-2715335
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)


                     8115 Preston Road, Eighth Floor - East
                               Dallas, Texas 75225
                    (Address of principal executive offices)

                                 (214) 691-0055

                         (Registrant's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject  to such  filing  requirements  for  the  past 90  days.  Yes X    No
                                                                     ---     ---
Number of shares outstanding of the Registrant's  common stock (par value $.0001
per share) as of December 31, 1999: 15,924,492.

Transitional Small Business Disclosure Format
(Check one)
Yes     No X
   ---    ---



<PAGE>

<TABLE>
<CAPTION>


MAX INTERNET COMMUNICATIONS, INC.
PART  I.  FINANCIAL INFORMATION
ITEM  I.   FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

                                                                             December 31,    June 30,
                               ASSETS                                           1999           1999
                                                                            ------------    ------------
                                                                            (Unaudited)
<S>                                                                         <C>             <C>

CURRENT ASSETS

    Cash and cash equivalents                                               $    137,765    $  8,136,585
    Accounts receivable                                                        4,868,053         169,217
    Receivable from former subsidiary                                          5,999,030            --
    Inventories                                                                3,096,796       1,286,539
    Prepaid expenses                                                             171,130          44,475
                                                                            ------------    ------------

                   Total current assets                                       14,272,774       9,636,816

PROPERTY AND EQUIPMENT, AT COST

    Machinery and equipment                                                      293,351          87,830
    Furnishings                                                                   76,327          67,634
                                                                            ------------    ------------
                                                                                 369,678         155,464
       Less accumulated depreciation                                              55,525          27,969
                                                                            ------------    ------------
                                                                                 314,153         127,495

OTHER ASSETS                                                                     804,638         901,336
                                                                            ------------    ------------

                                                                            $ 15,391,565    $ 10,665,647
                                                                            ============    ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Accounts payable                                                        $  1,217,956    $    113,356
    Accrued expenses                                                           2,209,651         788,797
    Deferred income                                                              247,792            --
    Notes payable to officers and directors                                      500,000            --
                                                                            ------------    ------------

                   Total current liabilities                                   4,175,399         902,153

LONG-TERM DEBT                                                                      --              --

COMMITMENTS AND CONTINGENCIES                                                       --              --

STOCKHOLDERS' EQUITY

    Preferred stock, $100 par value; Series A, authorized, 100,000
       shares; issued and outstanding, 80,000 shares                           8,000,000       8,000,000
    Preferred stock, $.0001 par value; Series B convertible, authorized,
       350,000 shares; none issued and outstanding                                  --              --
    Common stock, $.0001 par value; authorized, 50,000,000 shares;
       issued and outstanding, 15,924,492 shares at December 31, 1999 and
       15,772,823 shares at June 30, 1999                                          1,592           1,577
    Additional paid-in capital                                                18,430,967      17,693,743
    Accumulated deficit                                                      (15,003,893)    (15,719,326)
                                                                            ------------    ------------
                                                                              11,428,666       9,975,994
    Less 200,000 shares of common stock in treasury - at cost                   (212,500)       (212,500)
                                                                            ------------    ------------
                                                                              11,216,166       9,763,494
                                                                            ------------    ------------

                                                                            $ 15,391,565    $ 10,665,647
                                                                            ============    ============
</TABLE>


                       See notes to financial statements.

                                      -1-


<PAGE>

<TABLE>
<CAPTION>


MAX INTERNET COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



                                                      Three Months    Three Months      Six Months      Six Months
                                                             Ended           Ended           Ended           Ended
                                                      December 31,    December 31,    December 31,    December 31,
                                                              1999            1998            1999            1998
                                                      ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>             <C>

Net sales                                             $  8,133,086    $     60,127    $ 10,770,240    $    248,559
Cost of sales                                            3,700,420          27,346       4,963,237          94,066
                                                      ------------    ------------    ------------    ------------

       Gross profit                                      4,432,666          32,781       5,807,003         154,493

Selling, general and administrative expenses             3,052,447         965,674       4,692,548       1,580,265
                                                      ------------    ------------    ------------    ------------

       Operating income (loss)                           1,380,219        (932,893)      1,114,455      (1,425,772)

Gain on sale of subsidiary                                  86,096            --            86,096            --
Interest income                                             18,882            --            95,314            --
Interest expense                                              (409)        (26,585)           (432)        (72,757)
                                                      ------------    ------------    ------------    ------------

           Income (loss) from continuing operations
                before income taxes                      1,484,788        (959,478)      1,295,433      (1,498,529)

Income taxes                                               412,000            --           580,000            --
                                                      ------------    ------------    ------------    ------------

           Income (loss) from continuing operations      1,072,788        (959,478)        715,433      (1,498,529)

Loss from discontinued operations                             --          (621,786)           --        (1,780,392)
Gain on disposal of discontinued operations                   --              --              --         1,905,494
                                                      ------------    ------------    ------------    ------------

       Net earnings (loss)                            $  1,072,788    $ (1,581,264)   $    715,433    $ (1,373,427)
                                                      ============    ============    ============    ============

Earnings (loss) per share - basic:

    From continuing operations                               $ .07           $(.14)          $ .05           $(.23)
                                                             =====           =====           =====           =====
    From discontinued operations                             $--             $(.09)          $--             $ .02
                                                             =====           =====           =====           =====
    Earnings (loss) per share - basic                        $ .07           $(.23)          $ .05           $(.21)
                                                             =====           =====           =====           =====

Earnings (loss) per share - diluted:

    From continuing operations                               $ .06           $(.14)          $ .04           $(.23)
                                                             =====           =====           =====           =====
    From discontinued operations                             $--             $(.09)          $--             $ .02
                                                             =====           =====           =====           =====
    Earnings (loss) per share - diluted                      $ .06           $(.23)          $ .04           $(.21)
                                                             =====           =====           =====           =====

Weighted average shares outstanding - basic             15,841,569       6,802,000      15,824,903       6,498,231
Dilutive effect of options and warrants                  2,496,247            --         1,726,914            --
                                                      ------------    ------------    ------------    ------------
Weighted average shares outstanding - diluted           18,337,816       6,802,000      17,551,817       6,498,231
                                                      ============    ============    ============    ============
</TABLE>



                       See notes to financial statements.

                                       -2-


<PAGE>

<TABLE>
<CAPTION>


MAX INTERNET COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

SIX MONTHS ENDED DECEMBER 31, 1999

                                                                    Series A
                                     Common stock                Preferred stock         Additional
                                    --------------              -----------------          paid-in      Accumulated       Treasury
                                Shares         Amount         Shares        Amount         Capital        Deficit           Stock
                            ------------   ------------   ------------   ------------   ------------   ------------    ------------
<S>                         <C>            <C>            <C>            <C>            <C>            <C>             <C>

Balances at June 30, 1999     15,772,823   $      1,577         80,000   $  8,000,000   $ 17,693,743   $(15,719,326)   $   (212,500)

Sales of common stock            126,669             12           --             --          506,664           --              --

Stock options issued                --             --             --             --           96,188           --              --

Shares issued in payment
  of liabilities                  25,000              3           --             --          134,372           --              --

Net earnings                        --             --             --             --             --          715,433            --
                            ------------   ------------   ------------   ------------   ------------   ------------    ------------

Balances at December 31,
 1999                         15,924,492   $      1,592         80,000   $  8,000,000   $ 18,430,967   $(15,003,893)   $   (212,500)
                            ============   ============   ============   ============   ============   ============    ============
</TABLE>







                       See notes to financial statements.

                                       -3-






<PAGE>

<TABLE>
<CAPTION>


MAX INTERNET COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                          Six months ended
                                                                            December 31,
                                                                        1999             1998
                                                                    ------------    ------------
<S>                                                                 <C>             <C>

Cash flows from operating activities
    Net earnings  (loss)                                            $    715,433    $ (1,373,427)
    Gain from discontinued operations                                       --          (125,102)
    Adjustments to reconcile net earnings (loss) to net cash
       used in operating activities:
          Depreciation and amortization                                  170,183         373,795
          Stock options issued for services                               96,188            --
          Change in operating assets and liabilities:
              Prepaid expenses                                          (129,780)       (405,145)
              Receivables                                            (10,697,866)       (100,699)
              Inventories                                             (1,810,257)       (106,286)
              Other assets                                               (42,804)         69,824
              Accounts payable and accrued expenses                    2,907,621          44,384
                                                                    ------------    ------------

                 Net cash used in continuing operations               (8,791,282)     (1,622,656)
    Net cash used by discontinued operations                                --          (656,885)
                                                                    ------------    ------------
                 Net cash used in operating activities                (8,791,282)     (2,279,541)

Cash flows from investing activities
    Purchase of property and equipment                                  (214,214)        (57,522)

Cash flows from financing activities
    Sales of common stock                                                506,676         555,000
    Borrowings on notes payable to stockholders                          500,000            --
                                                                    ------------    ------------

                 Net cash provided by financing activities             1,006,676         555,000
                                                                    ------------    ------------

Net decrease in cash                                                  (7,998,820)     (1,782,063)

Cash and cash equivalents at beginning of period                       8,136,585       1,774,091
                                                                    ------------    ------------

Cash and cash equivalents at end of period                          $    137,765    $     (7,972)
                                                                    ============    ============


Noncash financing activities:

    Issuance of common stock or options in payment of liabilities   $    230,563    $     56,250
                                                                    ============    ============

    Conversion of convertible debentures                            $       --      $    400,000
                                                                    ============    ============

    Conversion of Series B preferred stock                          $       --      $    145,000
                                                                    ============    ============

</TABLE>

                        See notes to financial statements

                                       -4-
<PAGE>


MAX INTERNET COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim  financial  information  and with the  instructions to Form 10-QSB.
     These financial statements have not been examined by independent  certified
     public  accountants,  but in the  opinion of  management,  all  adjustments
     (consisting of normal recurring  accruals and adjustments)  necessary for a
     fair presentation of consolidated results of operations, financial position
     and cash  flows at the  dates  and for the  periods  indicated,  have  been
     included.

     These  financial  statements  do not  include  all of the  information  and
     footnotes required by generally accepted accounting principles for complete
     financial  statements.  Operating results for the six-month and three-month
     periods  ended  December  31, 1999 are not  necessarily  indicative  of the
     results that may be expected for the year ending June 30, 2000. For further
     information,  refer to the  consolidated  financial  statements  and  notes
     thereto for the fiscal year ended June 30, 1999  included in the  Company's
     Form  10-KSB,  as filed with the  Securities  and  Exchange  Commission  on
     September 28, 1999.

     These   financial   statements   include  the   accounts  of  MAX  Internet
     Communications,  Inc.,  (MAX)  and  its  wholly-owned  subsidiaries,  MAXpc
     Technologies,  Inc.  (MAXpc),  MAX Internet  Communications  do Brasil LTDA
     (Brasil),  and  MAX  Internet   Communications   Deutschland  GmbH  (GmbH),
     collectively,  "the  Company." MAX changed its name in November,  1999 from
     Voxcom Holdings, Inc. (Holdings).

     MAX Internet Communications Deutschland GmbH was incorporated in Frankfurt,
     Germany on August 4, 1999, and MAX Internet  Communications  do Brasil LTDA
     was formed in Rio de Janeiro,  Brazil on September 14, 1999.  Both of these
     companies  sell and  service  the MAX i.c.  Live  card in their  respective
     regions, as well as other products the company may develop.

     Effective  December  31,  1999 MAX sold the  stock of  Brasil  to  Brasil's
     management.  Brasil  will  continue  to sell and service the MAX i. c. Live
     card  under a  distributor  agreement  between  the  companies.  Management
     believes  this  arrangement  will enhance the ability of Brasil to sell the
     card throughout its territory in South America due to its local ownership.

     The financial statements include the operations of Brasil and GmbH from the
     dates of formation. Brasil is included through the effective date of sale.

 NOTE B - BUSINESS

     MAX  assembles,  through  contractors,  and  markets  a PC  Internet  Media
     Processor Card, the MAX i.c. Live 3600, and an information  appliance,  the
     MAX i.c.  Live Video  Communication  Station.  The core  technology of both
     products, the MAX i.c. Live Internet Media Processor, delivers the power to
     conduct  true-motion,  synchronized  video  and  audio  communications  and
     high-quality  video and  audio  streaming  and  browsing  over a  broadband
     Internet  connection.  The MAX i.c.  Live  Internet  Media  Processor  also
     integrates  full DVD and Dolby AC-3  surround  sound for a  complete  video
     communication and entertainment solution.

     The MAX i.c.  Live card  enhances the  performance  of personal  computers,
     either as an add-in  at time of  manufacture  or  installed  into  existing
     units. The card, with its own inbuilt processor, has the ability to perform
     multi-media   software   functions   simultaneously  if  need  be,  without
     detracting from the central processor of the computer.  Additional software
     can be added to the card as developed.

                                      -5-

<PAGE>


     The company continues to look for additional  software  applications  which
     may be integrated into the card, and it is believed some of these will give
     rise to the  availability of patent  protection.  The company will continue
     limited research and development in this regard.

NOTE C - ACQUISITION AND DISPOSITION OF BUSINESSES

     Effective  October 1, 1997,  the company  formed Home  Business  Group Inc.
     (HBG) to acquire  certain  assets and assume the  liabilities  of a company
     engaged  in  the   business  of   home-based   business   seminars  for  no
     consideration.  A major stockholder and officer of the acquired business is
     a stockholder and officer of the company. The acquisition was accounted for
     as a purchase.

     On  September  30,  1998,  the  company  sold  the  stock  of HBG to  HBG's
     management  in  exchange  for  the  redemption  of  200,000  shares  of the
     company's common stock previously owned by such management.

     Effective January 15, 1999, the company closed  AmeraPress,  as it had been
     unable to  generate  sufficient  business  activity  to justify its ongoing
     overhead  following  the sale of HBG  described  above.  The  company  sold
     AmeraPress in June 1999.

     Effective  February 19, 1999,  the company closed  Systems,  as it had been
     unable to  generate  sufficient  business  activity  to justify its ongoing
     overhead following the sale of HBG and the closure of AmeraPress  described
     above. The company sold Systems in June 1999.

     During  the  quarter  ended   September  30,  1999,   MAX  formed  two  new
     subsidiaries,  both of which are 100% owned.  MAX  Internet  Communications
     Deutschland GmbH was incorporated in Frankfurt,  Germany on August 4, 1999,
     and MAX  Internet  Communications  do  Brasil  Ltda  was  formed  in Rio de
     Janeiro,  Brazil on September 14, 1999.  Both of these  companies will sell
     and service the MAX i.c. Live card in their respective  regions, as well as
     other products the company may develop.

     Effective  December  31,  1999 MAX sold the  stock of  Brasil  to  Brasil's
     management for approximately $320,000,  resulting in a net gain of $86,096.
     Brasil will continue to sell and service the MAX i. c.  Live  card  under a
     distributor agreement between the companies.

     If the disposition had taken place  at the  beginning of  the periods,  Net
     Sales would  have been  reduced  by $1,065,377 for the three and six months
     ended December 31, 1999 with no material effect on Net Earnings or Earnings
     per Share.

    NOTE D - MAJOR CUSTOMERS

     Two customers  accounted for 46% and 39% of the company's sales for the six
     months ended December 31, 1999.






                                      -6-


<PAGE>


MAX INTERNET COMMUNICATIONS, INC.

ITEM 2.  Management's discussion and analysis.

Results of Operations

Six and three  months ended  December 31, 1999  compared to six and three months
ended December 31, 1998

Net Sales

Net sales from continuing  operations were  $10,770,240 for the six months ended
December  31,  1999,  an increase of  $10,521,681  over the $248,559 for the six
months ended December 31, 1998.  Net sales were  $8,133,086 for the three months
ended  December 31,  1999,  an increase of  $8,072,959  over the $60,127 for the
three months ended  December 31, 1998.  Sales for the three and six months ended
December 31, 1999 are primarily comprised of sales to two customers. Recognition
of sales to  certain  distributors  has been  deferred  until  such  time as the
product moves through the distribution channels to the distributors' customers.

The company has discontinued the businesses that were the primary  operations in
the prior year and restructured its business plan to direct all resources to its
MAX i.c.  Live  product.  The  marketing of the MAX i.c. Live product was in its
early stages  during the six months ended  December 31, 1999. As of December 31,
1999 the marketing  plan and  materials  are  complete,  and the first print ads
appeared in November 1999. Contract  negotiations for sales of the MAX i.c. Live
product are ongoing,  and are expected to generate  increasing net sales and net
earnings in future quarters.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses increased 197% to $4,692,548 for
the six months ended December 31, 1999 from  $1,580,265 for the six months ended
December 31, 1998;  and increased  216% to $3,052,447 for the three months ended
December 31, 1999 from  $965,674  for the three months ended  December 31, 1998.
This  increase is due to  significant  increases in  advertising,  marketing and
selling expenses  related to the MAX i.c. Live product,  as well as the overhead
structure  which  has been put into  place  in  order to  generate  and  service
expected future increases in net sales.

Interest Income and Expense

The interest income of $95,314 and $18,882,  respectively, for the six and three
months ended  December 31, 1999 was earned on the  available  cash  balances the
Company has  invested in money  market  funds.  There was  virtually no interest
expense  during  these  periods.  Interest  expense for the six and three months
ended  December  31, 1998 of $72,757 and  $26,585,  respectively,  was  incurred
primarily  on  convertible  debentures.  This debt has been fully  converted  to
common stock as of November 1998, and no further interest is payable.

Income Taxes

The income tax expense of $580,000  and  $412,000  for the six and three  months
ended December 31, 1999 is computed on the net income in Brasil.

Discontinued Operations

On September 30, 1998, the company sold the stock of a wholly owned  subsidiary,
HBG, to HBG's management in exchange for the redemption of 200,000 shares of the
Company's common stock previously owned by such management.

Effective January 15, 1999, the company closed AmeraPress, as it had been unable
to  generate  sufficient  business  activity  to justify  its  ongoing  overhead
following the sale of HBG described above. AmeraPress was sold on June 30, 1999.

                                      -7-

<PAGE>


MAX INTERNET COMMUNICATIONS, INC.

Management's discussion and analysis - continued


Effective  February 19, 1999, the company closed Systems,  as it had been unable
to  generate  sufficient  business  activity  to justify  its  ongoing  overhead
following the sale of HBG and the closure of AmeraPress described above. Systems
was sold on June 30, 1999.

The financial  statements for the six months ended December 31, 1998 reflect the
results of operations of Systems, AmeraPress and HBG as discontinued operations.

Liquidity and Capital Resources

Cash and cash equivalents  decreased $7,998,820 in the six months ended December
31, 1999. Net cash used in operating  activities for the period was  $8,791,282.
This cash used in  operating  activities  primarily  consisted  of  increases in
receivables of  $10,697,866,  inventories of $1,810,257 and prepaid  expenses of
$129,780;  offset by an  increase in  accounts  payable and accrued  expenses of
$2,907,621. The company continues to increase inventories in part because of the
need to purchase certain components well in advance of the scheduled  production
date,  due to  competition  for these parts.  Cash used in investing  activities
consisted of  approximately  $214,000 in  purchases  of property and  equipment.
Financing activities generated approximately $1,007,000,  consisting of $507,000
of sales of common stock and $500,000 of borrowings from two officers/directors.

Working  capital at December 31, 1999 increased by 15.6%,  to  $10,097,375  from
$8,734,663 at June 30, 1999. However, due to the need to purchase inventories in
advance,  and the  selling  of  product  on  terms  to  customers,  the  company
anticipates it will need additional working capital  resources.  To this end, in
February  2000 the  company  finalized  a  private  equity  investment  that has
provided net proceeds to the company of  approximately  $6,500,000  in cash.  In
addition,  the investor has an option to acquire 400,000  additional  shares for
$4,000,000 in cash.  Management believes its working capital,  combined with the
private equity  investment,  will be sufficient to fund inventory and receivable
increases  and  meet  ongoing  overhead  expenses,  plus  pursue  an  aggressive
advertising and marketing campaign for the MAXpc product.  Future cash resources
available to the company are expected to come from profitable operations.

Year 2000

The company began an internal  assessment of its Year 2000  preparedness  in the
early months of 1998, through a review of all equipment and software. Any issues
found were  addressed  through  software  and hardware  updates  provided to our
company by the software and/or hardware vendors.  These updates were provided at
minimal cost.

The company  also  contacted  its major  component  suppliers  and its  contract
manufacturers. None indicated that it anticipated any material internal risks.

At this date,  the company  has not  experienced  problems  related to Year 2000
compliance,  and is not aware of any  remaining  problems  related  to Year 2000
issues.  However,  the company will  continue to monitor the status of suppliers
and manufacturers.

Forward Looking Statements

                                      -8-

<PAGE>


MAX INTERNET COMMUNICATIONS, INC.

Management's discussion and analysis - continued


This  document  includes  statements  which  may  constitute   "forward-looking"
statements,  usually  containing  the words  "believe",  "estimate",  "project",
"expect" or similar expressions. These statements are made pursuant to

the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995. Forward-looking statements inherently involve risks and uncertainties that
could  cause  actual  results  to  differ  materially  from the  forward-looking
statements.  Factors that would cause or contribute to such differences include,
but are not limited to,  continued  acceptance of the Company's  products in the
marketplace,  competitive factors, changes in regulatory environments, and other
risks detailed in the Company's  periodic report filings with the Securities and
Exchange Commission.  By making these  forward-looking  statements,  the Company
undertakes  no obligation  to update these  statements  for revisions or changes
after the date of this filing.












                                      -9-


<PAGE>


MAX INTERNET COMMUNICATIONS, INC.

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

       The  company  has filed a lawsuit  alleging  breach of  contract  against
       Heartland  Payment  Systems,  LLC  (Heartland),  a credit card processing
       company which has performed this function for the company. Heartland then
       filed suit against the company  alleging  breach of contract,  and asking
       for an  unspecified  amount.  As yet,  this case has not yet  reached the
       discovery stage. Management believes that the ultimate resolution of this
       case will not have a material  effect on financial  position,  results of
       operations or cash flows.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
<TABLE>
<CAPTION>

       The company held its Annual Meeting of Stockholders on November 15, 1999.
       Following  are  descriptions  of the matters  voted on and the results of
       such votes:

                  Matter Voted On                       For           Against        Abstain
<S>                                                   <C>                <C>          <C>

       1. Election of Directors

            Lawrence R. Biggs                         12,348,891          -           1,700
            Donald G. McLellan                        12,348,891          -           1,700
            Larry Cahill                              12,348,891          -           1,700
            Ronald L. Brown                           12,348,891          -           1,700
            Harold C. Clark                           12,348,891          -           1,700
            Brahil Santos                             12,348,891          -           1,700
            Brian K. Norman                           12,348,891          -           1,700
            Dr. Alexander Dehmel                      12,348,891          -           1,700

       2.  Amend the Articles of Incorporation
           to change the name of the company
           to MAX Internet Communications, Inc.       12,350,391          -             200

       3.  Amend the Articles of Incorporation
           to increase the number of authorized
           shares to 50,000,000                       12,318,878      25,013          6,700

       4.  Adopt the 1999 Stock Option Plan           12,326,099      14,406         10,086

       5.  Approve Grant Thornton LLP as the
           company's  auditors for the year 2000      12,338,408      11,000          1,183
</TABLE>



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    (a)   Exhibits

     10.9.1 Securities  Purchase Agreement with Boxer Partners LLC dated
            January 26, 2000 to purchase 727,273 shares of Common Stock.

     10.9.2 Warrant issued to Boxer Partners, LLC

     10.9.3 Registration Rights Agreement with Boxer Partners, LLC

     10.10  Subscription Agreement with Nexus Co., Ltd. to purchase 125,000
            shares of Common Stock


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     10.11  Subscription Agreement with OBM Corporation to purchase 125,000
            shares of Common Stock

     10.12  Subscription  Agreement with Private Equity Japan Co., Ltd. to
            purchase 125,000 shares of Common Stock

     10.13  Stock Purchase Agreement with Clear Springs Investments  Ltd. dated
            December 31, 1999 for the sale of MAX  Internet  Communications  do
            Brasil Ltda.

     27.    Financial Data Schedule

        (b)     Reports on Form 8-K

            None

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                        MAX Internet Communications, Inc.

                                  (Registrant)

Date:  February 21, 2000


                             /s/ Donald G. McLellan
                             --------------------------------------------
                                 Donald L. McLellan, President

                            /s/  Leslie D. Crone
                            ---------------------------------------------
                                 Leslie D. Crone, Chief Financial Officer









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