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, 1998

                   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


                              VOXCOM HOLDINGS, 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, 1998: 7,242,398.


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



<PAGE>

<TABLE>

<CAPTION>
                           
VOXCOM HOLDINGS, INC.
PART  I.  FINANCIAL INFORMATION
ITEM  I.   FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

                                                                            December 31,      June 30, 
                               ASSETS                                             1998           1998 
                                                                            ------------    ------------
                                                                             (Unaudited) 
<S>                                                                         <C>             <C>

CURRENT ASSETS
    Cash and cash equivalents                                               $      8,951    $       --   
    Accounts receivable                                                          330,501          29,176
    Receivable from affiliate                                                    499,992       1,803,536
    Inventories                                                                  564,218         480,850
    Prepaid expenses                                                             391,237         108,979
                                                                            ------------    ------------

                   Total current assets                                        1,794,899       2,422,541

PROPERTY AND EQUIPMENT, AT COST
    Machinery and equipment                                                       78,016          60,270
    Furnishings                                                                   79,038          36,766
                                                                            ------------    ------------
                                                                                 157,054          97,036
       Less accumulated depreciation                                              61,369          42,238
                                                                            ------------    ------------
                                                                                  95,685          54,798

OTHER ASSETS                                                                     988,146       1,386,447
                                                                            ------------    ------------

                                                                            $  2,878,730    $  3,863,786
                                                                            ============    ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                        $    416,110    $    404,704
    Accrued expenses                                                             180,132         146,309
    Net liabilities of discontinued operations                                   141,028         157,484
                                                                            ------------    ------------

                   Total current liabilities                                     737,270         708,497

LONG-TERM DEBT                                                                      --           400,000

COMMITMENTS AND CONTINGENCIES                                                       --              --   

STOCKHOLDERS' EQUITY
    Preferred stock, $.0001 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; issued and outstanding, 335,500 shares at December
       31, 1998 and 350,000 shares at June 30, 1998                            3,355,000       3,500,000
    Common stock, $.0001 par value; authorized, 25,000,000 shares;
       issued and outstanding, 7,242,398 shares at December 31, 1998 and
       6,085,772 shares at June 30, 1998                                             724             609
    Additional paid-in capital                                                 2,687,636       1,479,691
    Accumulated deficit                                                      (11,689,400)    (10,225,011)
                                                                            ------------    ------------
                                                                               2,353,960       2,755,289
    Less 200,000 shares of common stock in treasury - at cost                   (212,500)           --   
                                                                            ------------    ------------
                                                                               2,141,460       2,755,289
                                                                            ------------    ------------

                                                                            $  2,878,730    $  3,863,786
                                                                            ============    ============

</TABLE>


                       See notes to financial statements.

                                       -1-

<PAGE>

<TABLE>

<CAPTION>


VOXCOM HOLDINGS, 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,
                                                          1998            1997           1998           1997
                                                       -----------    -------------  -------------  -------------
<S>                                                    <C>            <C>            <C>            <C>


Net sales                                              $   392,158    $   474,169    $   967,849    $   913,540
Cost of sales                                              139,170        102,102        379,610        186,497
                                                       -----------    -----------    -----------    -----------

       Gross profit                                        252,988        372,067        588,239        727,043

Selling, general and administrative expenses             1,248,874        405,495      2,219,999      1,060,151
                                                       -----------    -----------    -----------    -----------

       Operating (loss)                                   (995,886)       (33,428)    (1,631,760)      (333,108)

Interest expense                                            26,585            118         72,523        137,517
                                                       -----------    -----------    -----------    -----------

           (Loss) from continuing operations            (1,022,471)       (33,546)    (1,704,283)      (470,625)

Earnings (loss) from discontinued operations              (558,793)       416,032     (1,574,638)     1,725,273
Gain on disposal of discontinued operations                    --             --        1,905,494           --   
                                                       -----------    -----------    -----------    -----------

       Net earnings (loss)                             $(1,581,264)   $   382,486    $(1,373,427)   $ 1,254,648
                                                       ===========    ===========    ===========    ===========

Earnings (loss) per share - basic and diluted - from
    continuing operations                              $      (.15)   $      (.01)   $      (.26)   $      (.09)
                                                       ===========    ===========    ===========    ===========

Earnings (loss) from discontinued operations           $      (.08)   $       .09    $       .05    $       .34
                                                       ===========    ===========    ===========    ===========

Earnings (loss) per share - basic and diluted          $      (.23)   $       .08    $      (.21)   $       .25
                                                       ===========    ===========    ===========    ===========

Weighted average shares outstanding                      6,802,000      4,999,937      6,498,231      4,999,937
                                                       ===========    ===========    ===========    ===========

</TABLE>






                       See notes to financial statements.

                                       -2-

<PAGE>

<TABLE>

<CAPTION>

VOXCOM HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

SIX MONTHS ENDED DECEMBER 31, 1998

                                                                          Series A                      Series B              
                                             Common stock              Preferred stock               Preferred stock          
                                        Shares         Amount       Shares        Amount           Shares         Amount      
                                      ---------      ---------    ---------     ---------        ---------      ---------     
<S>                                   <C>         <C>             <C>           <C>              <C>            <C>


Balances at June 30, 1998             6,085,772   $        609         80,000   $  8,000,000        350,000    $  3,500,000   

Sales of common stock                   494,000             49           --             --             --              --     

Conversion of debentures                364,716             37           --             --             --              --     

Conversion of preferred stock           243,697             24           --             --          (14,500)       (145,000)  

Dividends paid and accrued on
  Series B preferred stock               54,213              5           --             --             --              --     

Acquisition of 200,000 shares of
  common stock for the treasury            --             --             --             --             --              --     

Net (loss)                                 --             --             --             --             --              --     
                                   ------------   ------------   ------------   ------------   ------------    ------------   

Balances at September 30, 1998        7,242,398   $        724         80,000   $  8,000,000        335,500    $  3,355,000   
                                   ============   ============   ============   ============   ============    ============   


                                     Additional                                 
                                     paid-in        Accumulated     Treasury       
                                     capital          deficit        Stock         
                                    -----------    ------------    ----------  

    
Balances at June 30, 1998          $  1,479,691   $(10,225,011)   $       --                                                       
                                                                                                                               
Sales of common stock                   611,201           --              --       
                                                                                   
Conversion of debentures                403,095           --              --       
                                                                                   
Conversion of preferred stock           144,976           --              --       
                                                                                   
Dividends paid and accrued on                                                      
  Series B preferred stock               48,673        (90,962)           --       
                                                                                   
Acquisition of 200,000 shares of                                                   
  common stock for the treasury            --             --           212,500     
                                                                                   
Net (loss)                                 --       (1,373,427)           --       
                                   ------------   ------------    ------------     
                                                                                   
Balances at September 30, 1998     $  2,687,636   $(11,689,400)   $    212,500     
                                   ============   ============    ============     
                                       
</TABLE>
                                                     
                         See notes to financial statements.

                                      -3-

<PAGE>
                                                  

<TABLE>

<CAPTION>

VOXCOM HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                               Six months ended 
                                                                                  December 31, 
                                                                             1998           1997 
                                                                            ------         ------
<S>                                                                       <C>            <C>

Cash flows from operating activities
    Net earnings  (loss)                                                  $(1,373,427)   $ 1,254,648
    Gain from discontinued operations                                        (330,856)    (1,725,273)
    Adjustments to reconcile net earnings to net cash
      used  in  operating
       activities:
          Depreciation and amortization                                       380,276         76,712
          Stock issued for services                                              --           25,000
          Change in operating assets and liabilities:
              Prepaid expenses                                               (408,403)      (122,955)
              Accounts receivable                                            (301,325)          (608)
              Inventories                                                     (83,368)        (8,434)
              Other assets                                                     69,551         76,724
              Accounts payable and accrued expenses                             6,077        147,490
                                                                          -----------    -----------

                 Net cash used in continuing operations                    (2,041,475)      (276,696)

Cash flows from investing activities
    Purchase of property and equipment                                        (60,018)       (10,534)

Cash flows from financing activities
    Sales of common stock                                                     555,000           --   
    Payments on notes payable to stockholders                                    --       (1,560,298)
    Increase in notes payable to affiliate                                       --        1,847,528
    Decrease in receivable from affiliate                                   1,555,444           --   
                                                                          -----------    -----------

                 Net cash provided by financing activities                  2,110,444        287,230
                                                                          -----------    -----------

Net increase in cash                                                            8,951           --   

Cash and cash equivalents at beginning of period                                 --             --   
                                                                          -----------    -----------

Cash and cash equivalents at end of period                                $     8,951    $      --   
                                                                          ===========    ===========


Noncash financing activities:

    Issuance of common stock for services and noncompetition agreements   $    56,250    $   575,000
                                                                          ===========    ===========

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

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

    Conversion of stockholder notes to Series A Preferred Stock           $      --      $ 8,000,000
                                                                          ===========    ===========
</TABLE>


                       See notes to financial statements.

                                      -4-

<PAGE>

VOXCOM HOLDINGS, 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 and  September  30,  1998 are not  necessarily
     indicative of the results that may be expected for the year ending June 30,
     1999.  For  further  information,   refer  to  the  consolidated  financial
     statements  and notes  thereto  for the fiscal  year  ended  June 30,  1998
     included in the Company's Amendment No. One to Form SB-2, as filed with the
     Securities and Exchange Commission on October 8, 1998.

     These financial  statements  include the accounts of Voxcom Holdings,  Inc.
     (Holdings) and its subsidiaries,  Voxcom Systems,  Inc. (Systems) and MAXpc
     Technologies, Inc. (MAXpc), collectively, "the Company."

     Holdings, formerly Newcorp One, Inc., was incorporated in 1996. On June 17,
     1997,  Holdings,  which  had no  operations  and no  significant  assets or
     liabilities,  issued  4,000,000 shares of its common stock (equal to 80% of
     its then  outstanding  shares) for all of the outstanding  capital stock of
     Systems.

     Since the stockholders of Systems owned 80% of the common stock of Holdings
     after  the  sale  of  Systems,  Systems  is  deemed  to  be  the  acquiring
     corporation   for   accounting   purposes.   Concurrent   with  the   above
     transactions,  Holdings  acquired  all of the  outstanding  common stock of
     AmeraPress in exchange for a $10,000,000 note,  payable in 24 equal monthly
     installments. AmeraPress was incorporated on June 19, 1997 and succeeded to
     the business of Voxcom Sales, L.L.C. (Voxcom Sales).

     Voxcom  Sales and  Systems  were under  common  control.  Accordingly,  the
     financial  statements  include the accounts on a  historical  cost basis of
     Systems  and  Voxcom  Sales/AmeraPress  for  all  periods  presented.   The
     $10,000,000  note given in the  acquisition of AmeraPress has been deemed a
     distribution to the shareholders of AmeraPress for accounting  purposes and
     resulted in a charge to stockholders' equity of a like amount.

     MAXpc, a wholly-owned subsidiary, was acquired on April 13, 1998.

     The financial statements include the operations of Systems and Holdings for
     all periods presented,  and MAXpc for the six months and three months ended
     December  31,1998.   AmeraPress  and  HBG  are  reflected  as  discontinued
     operations.


 NOTE B - BUSINESS

     Systems sells and provides  services  related to credit card processing and
     authorization systems for merchants. MAXpc assembles,  through contractors,
     and markets a  high-performance,  multi-media  add-in card  providing  both
     hardware and software for inclusion in either new or existing computers.


                                      -5-

<PAGE>


VOXCOM HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS
                                                       
NOTE C - ACQUISITION AND DISPOSITION OF BUSINESSES

     Effective  October 1, 1997,  the Company formed Home Business Group Inc. 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  cancellation  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.  Management intends to
     liquidate the assets of AmeraPress and use the proceeds to make payments to
     creditors. The Company does not expect losses, if any, on liquidation to be
     material.

     The  significant  assets and liabilities of AmeraPress at December 31, 1998
     were:  Receivables $252,000;  Inventories $170,000;  Property and Equipment
     $488,000;  Other Assets  $258,000;  Accounts  Payable and Accrued  Expenses
     $1,257,000.

     The accompanying financial statements reflect the results of operations and
     net liabilities of AmeraPress and HBG as discontinued operations.

     On April 13, 1998, the Company  acquired all of the issued and  outstanding
     shares of MAXpc  Technologies,  Inc. The acquisition was accounted for as a
     purchase  and the  financial  statements  for 1998  include the  operations
     MAXpc.

     MAXpc had no operations, assets, or liabilities prior to its acquisition by
     the Company.


NOTE D - OTHER ASSETS

     Other assets consist of the following:

                                              December 31,       June 30, 
                                                  1998             1998 
                                              ------------      ----------
          Deposits                            $ 161,592       $   160,789
          Noncompetition agreements             145,930           362,180 
          Purchased technology                  480,208           517,702
          Consulting agreements                 183,333           252,083
          Other                                  17,083            93,693
                                                -------           -------

                                              $ 988,146       $ 1,386,447
                                               ========       ===========

Purchased technology arose out of the acquisition of MAXpc on April 13, 1998.


                                      -6-
<PAGE>


                                                    
VOXCOM HOLDINGS, INC.

ITEM 2.  Management's discussion and analysis.

Results of Operations

Six months  ended  December 31, 1998  compared to six months ended  December 31,
1997

Net Sales

Net sales from continuing operations increased 6% to $967,849 for the six months
ended  December 31, 1998 from  $913,540  for the six months  ended  December 31,
1997,  while net sales  decreased 17% to $392,158 for the second quarter of 1998
from  $474,169  for the second  quarter of 1997.  These  changes  are  primarily
attributable to the sale of certain residuals in December 1998 for approximately
$120,000,  offset by an  overall  slow-down  in sales  during the  period.  This
slow-down  resulted after the Federal Trade  Commission (FTC) filed a lawsuit in
February  1998,  alleging  violations  of the Federal  Trade  Commission  Act in
connection with the Company's business of marketing sales opportunities for home
based  business.  In April 1998,  the Company and the FTC agreed to a compromise
and  settlement  of the case in which the Company did not admit to any violation
of any law,  statute,  rule or regulation  or to the  commission of any wrongful
act.

In response to this slow-down,  the Company has since  restructured its business
plan to direct all  resources to its MAXpc  product.  The marketing of the MAXpc
product has been in the  development  stage,  and it is expected that a net loss
will be reported for the third quarter. However, contract negotiations for MAXpc
are  continuing,  and are  expected  to  generate  net  sales  and net  earnings
thereafter.


Cost of Sales

Cost of sales  increased  104% to $379,610 for the six months ended December 31,
1998 from $186,497 for the six months ended December 31, 1997.  This increase is
primarily due to a shift in sales mix to a higher percentage of sales with lower
gross margins.

Gross Profit

Gross profit  decreased  19% to $588,239  for the six months ended  December 31,
1998 from $727,043 for the six months ended December 31, 1997.  This decrease is
primarily attributable to the higher cost of sales described above.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses increased 109% to $2,219,999 for
the six months ended December 31, 1998 from  $1,060,151 for the six months ended
December 31, 1997.  This increase is due to  advertising,  marketing and selling
expenses related to the MAXpc product,  the  establishment of a $100,000 reserve
for bad  debts  against  the  remaining  receivable  from HBG,  amortization  of
payments made for noncompetition agreements, purchased technology and consulting
agreements,  and a larger corporate  overhead structure which was in place prior
to the sale of HBG and the closing of AmeraPress.

Interest Expense

Interest  expense of $72,523  for the six months  ended  December  31,  1998 was
incurred  primarily  on the  convertible  debentures.  The  interest  expense of
$137,517 for the six months ended  December 31, 1997 was incurred on debt to the
Company's  shareholders  who sold AmeraPress to the Company.  This debt has been
converted to Series A Preferred Stock, and no further interest is payable.

Income Taxes

No income taxes have been accrued due to operating losses of the Company.


                                      -7-

<PAGE>


VOXCOM HOLDINGS, INC.

Management's discussion and analysis - continued



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  cancellation 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.  Management  intends to liquidate the
assets of AmeraPress and use the proceeds to make payments to creditors.

The accompanying  financial statements reflect the results of operations and net
liabilities of AmeraPress and HBG as discontinued operations.



Liquidity and Capital Resources

The Company had a net increase in cash and cash  equivalents  for the six months
ended  December  31, 1998 of  approximately  $9,000.  Net cash used in operating
activities for the period was approximately $2,041,000,  primarily consisting of
the cash operating loss for the period,  plus increases in prepaid  expenses and
accounts   receivable.   Cash  used  in   investing   activities   consisted  of
approximately  $60,000  in  purchases  of  property  and  equipment.   Financing
activities  generated  approximately  $555,000  from  sales of common  stock and
$1,555,000 from collection of amounts previously loaned to an affiliate.

During the six months ended December 31, 1998,  sales were not at a level needed
to support the Company's  operations.  MAXpc has been in the start-up phase, and
losses  from  operations  which  have  been  discontinued   were   approximately
$1,700,000.  In order to continue,  the Company must generate  additional  funds
from  one or  more  of the  following  sources:  sales  of  the  MAXpc  product;
additional  sales of common  stock,  which would dilute the ownership of current
stockholders;  collections  of  receivables;  and financing of  receivables  and
inventories,  to the extent  available.  Various  contract  negotiations  are in
progress,  and  management is extremely  optimistic  funds will be secured which
will be sufficient to meet anticipated working capital needs.

Forward Looking Statements

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.


                                      -8-

<PAGE>


VOXCOM HOLDINGS, INC.

PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits

            None

(b)        Reports on Form 8-K

A report on Form 8-K was filed on January  29,  1999  concerning  the closure of
AmeraPress, Inc.




                                   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.


                                        Voxcom Holdings, Inc.
                                            (Registrant)

Date:  February 19, 1999
                                        /s/ Donald G. McLellan 
                                        ----------------------------------------
                                        Donald L. McLellan, President 

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