UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
                     For the fiscal year ended June 30, 1999
                                       OR
[ ]     TRANSITION  REPORT PURSUANT TO  SECTION  13 OR 15 (d) OF THE  SECURITIES
        EXCHANGE  ACT OF 1934
        (no fee required)
                          For the transition period to

                           Commission File No. 0-24273

                              VOXCOM HOLDINGS, INC.
                    d/b/a/ MAX Internet Communications, Inc.
                 (Name of small business issuer 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)                        (Zip Code)

       Registrant's telephone number, including area code: (214) 691-0055

Securities registered pursuant to Section 12(b) of the Act: : None

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,  par
value $0.0001

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES  X  NO
                                       ---    ---

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B contained  herein,  and none will be  contained,  to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.  [x]

The registrant's revenues for its most recent fiscal year were:  $397,989.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of August 31,
1999 was $44,946,781.

At June 30, 1999,  the registrant had  outstanding  15,572,823  shares of common
stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III (except  Item 13) will be contained in  Registrant's  Definitive  Proxy
Statement for the Annual Meeting of Stockholders to be heard in November 1999.

           Transitional Small Business Disclosure Format (check one):

                                 Yes     No  X
                                     ---    ---


<PAGE>




                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

Item 1.  Description of Business                                              1

Item 2.  Description of Property                                              3

Item 3.  Legal Proceeding                                                     3

Item 4.  Submission of Matters to a Vote of Security Holders                  3


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters             4

Item 6.  Management's Discussion and Analysis or Plan of Operations           4

Item 7.  Financial Statements                                                 9

Item 8.  Changes in Disagreements with Accountants on Accounting and
         Financial Disclosure                                                10


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                   10

Item 10. Executive Compensation                                              10

Item 11. Security Ownership of Certain Beneficial Owners and Management      10

Item 12. Certain Relationships and Related Transactions                      10

Item 13. Exhibits and Reports on Form 8K                                     11


<PAGE>










                                     PART I

Item 1.  DESCRIPTION OF BUSINESS
         -----------------------

General

        MAX Internet  Communications,  Inc. (the "company" or the  "Registrant")
was formed in September 1996. It's history is as follows:  Newcorp One, Inc. was
a corporation  organized under the laws of the State of Nevada in September 1996
in accordance with the Plan of  Reorganization  of Weaver Arms  Corporation,  as
confirmed by the United States Bankruptcy Court,  Central District of California
on January 20, 1994.  Weaver had existed as a publicly held  corporation  in the
business of developing and manufacturing weapons until its filing for protection
under the bankruptcy laws. Following its reorganization, Weaver changed its name
to Madera  International,  Inc. and began  operating as a timber  harvesting and
exporting  Company.  A feature of  Weaver's  bankruptcy  plan of  reorganization
allowed  it to  create  Newcorp  and  distribute  its  common  stock and Class A
warrants to the  shareholders  and debtors of Weaver.  Newcorp would then seek a
merger partner that would contribute an operating business to Newcorp.

        The owners of Voxcom  Systems,  Inc.  and AmeraPress,  Inc.  desired for
Voxcom  Systems  and  AmeraPress  to  consolidate  and become  publicly  traded;
however,  they had been  unsuccessful  in  negotiating  a suitable  underwriting
arrangement to engage in a public offering.

        Therefore,  in June 1997, the  managements of Newcorp and Voxcom Systems
negotiated  an Agreement  and Plan of  Reorganization  pursuant to which Newcorp
acquired  all of the issued  and  outstanding  shares of common  stock of Voxcom
Systems in exchange for an aggregate of 4,000,000  shares of voting common stock
of  Newcorp,  $.0001  par value  per  share,  and  4,000,000  Class A  Warrants,
constituting  approximately 80% of the outstanding securities of Newcorp. At the
time of the  acquisition of Voxcom Systems,  Newcorp had no assets,  business or
operations.

        Voxcom Systems  provided  merchant  accounts and credit card  processing
solutions to small  businesses,  home based  businesses,  multi-level  marketing
distributors,  and  independent  distributors.  In operation since January 1995,
Voxcom Systems was engaged in the  transaction  processing  industry,  providing
low-cost  credit  card  processing  to  diverse  merchants,   including  in-home
businesses,  through its  patented and  proprietary  Credit  Verification  Phone
system.

        Concurrent with its acquisition of Voxcom Systems,  Newcorp acquired all
of the issued and  outstanding  common stock of AmeraPress,  Inc., a corporation
organized  under  the laws of the  State of Nevada in June 1997 to engage in the
specialty printing and finishing business.  AmeraPress succeeded to the business
of Voxcom Sales, L.L.C.  ("Voxcom Sales"), a company organized under the laws of
the State of Delaware in  November  1995.  The common  stock of  AmeraPress  was
acquired in exchange for a $10,000,000  note,  payable in 24 consecutive,  equal
monthly  installments.  The  Promissory  Note was  collateralized  by all of the
outstanding shares of AmeraPress. In December 1997, the remaining balance of the
Promissory  Note was  exchanged  for 80,000  shares of Series A Preferred  Stock
redeemable at the option of the company at the issue price of $ 100 each.

        On June 18,1997,  Newcorp filed Restated Articles of Incorporation  with
the  Secretary  of  State  of  Nevada,  adding  provisions  regarding  corporate
management and control, and changing the name of the company to Voxcom Holdings,
Inc.  Voxcom  Holdings,  Inc.  began doing business in June 1999 as MAX Internet
Communications, Inc., and it will formally change its name at the annual meeting
of stockholders in November 1999.

        On July 1, 1997,  the company  entered into a Consulting  Agreement  and
Covenant  Not to Compete  with Kim Crowther and Brian Jensen to manage a company
(the  "Lecture  Company")  to conduct  home  business  seminars  to promote  the
company's goods and services,  including the printed products of AmeraPress, and
to  compensate  them for their  exclusive  service to the Lecture  Company for a
period of 60 months.  Home Business Group,  Inc. ("HBG") acquired certain assets
and liabilities of and continued the business of the Lecture Company, commencing
during the quarter ended December 31, 1997.


<PAGE>

        On March 13,  1998 the  company  agreed to acquire all of the issued and
outstanding shares of MAXpc Technologies, Inc., ("MAX") in consideration for the
issuance of 210,000 shares of common stock. MAX has the exclusive  manufacturing
and  marketing  rights to certain  multimedia  computer  hardware and  software.
Marketing of the product commenced at the end of April 1998.

       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.  Registrant  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.
Registrant sold Systems in June 1999.

Products

       In April 1998, the company acquired all of the common stock of MAX, which
has  the  exclusive  right  to  manufacture  and  market  a  high   performance,
multi-media  add-in card  providing  both  hardware  and  software  for personal
computers.  MAX has begun marketing its card under the trade name "MAX ic Live."
This card offers various different media functions consisting of the following:

       - H324 Video Phone over  standard phone line with superior  audio & video
         quality
       - PCI Video Capture (full motion 30fps with Real-time MPEG-I compression)
         & stereo  audio  capture
       - Video Editing with 3-D Titling, wipe effects & fully synchronized audio
         soundtrack  editing
       - Output captured video to VGA screen, VCR Tape,  NTSC Television,  Disk,
         or CD-Recordable
       - PCI DVD Video playback,  smooth Ul-screen DVD-video on a Pentium 133 or
         faster
       - MPEG-I Video playback,  full motion 30fps;  full screen or  windowed
       - Output PC-VGA desktop screen to  NTSC  Television,  640x480  or  hi-res
         virtual
       - Output DVD or MPEG videos to NTSC  Television for PC Home  Theater
       - Display Live-Video (from  Camera,  VCR,  or int. TV-tuner) full motion;
         full  screen or  windowed
       - PCI 2D accelerated Graphics VGA, up to 1280x1024 non-interlaced in high
         color
       - PCI 3D accelerated Graphics Rendering with Z-buffering, Gourad Shading,
         and more
       - PCI DSVD Modem v.34bis (230k  data/33.6k band) with full TAPI support
       - Hands-free  Speakerphone,  full-Duplex with acoustic echo  cancellation
       - Voicemail Answer machine with Caller ID and Forwarding  function
       - Fax V.17 (14.4k) Class 1, 2, and 2.0 with send and receive  capability
       - Distinctive  Ring call  routing for all  telephony  functions
       - PCI Sound Card, compatible with industry standards
       - Full Wave Table synthesis with 32  simultaneous  voices (4meg)
       - Multiple  *WAV channel  playback/record capability  (*multi-Duplex)
       - Dolby  Digital  AC-3  Audio  Output  (5+1 channels) for DVD Playback
       - SRS 3D Audio  enhancement for surround sound from just 2 speakers
       - Industry Standard Joystick with MIDI port

       Such card enhances the  performance of 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.

       The  card  was  developed  by  Chromatic  Research  of  California,  and,
subsequent to its acquisition by the company,  MAX purchased the exclusive right
to manufacture and market the card by the  acquisition of Chromatic's  inventory
of  partially  completed  units  and  components  for a  cost  of  approximately
$550,000.  In March  1999,  MAX  acquired  for  $200,000  the source code (human
readable) and object code (machine readable) to the software and can now support
the product and sell such products free of any further  royalty.  Target markets
are original equipment manufacturers,  dealers and sellers in the industry, plus
large end users.  Evaluation  cards  have been  offered  to  companies  in these
industry groups, and a national marketing campaign is currently being developed.

                                       2

<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.

       Competition in the industry is extremely high, and new  developments  and
products  are  offered  regularly.   Many  of  MAX's  competitors  have  greater
experience  in the  industry  and more  financial  resources  available to them.
Competition   in   multi-media   products  comes  from  companies  such  as  ATI
Technologies,  Inc.,  Creative  Technology,  Ltd. and Sigma Designs,  Inc. While
these competitors  obviously have more financial strength,  the company believes
it can successfully compete because it believes the MAX board fulfills functions
that no other single board can achieve.

Environmental Impact

       None of the  company's  activities  utilize any  hazardous  materials  or
results  in any  discharge  of  pollutants  into the  environment.  The  company
believes it complies fully with all environmental laws and regulations.

Employees

       The  company  employs a total of 22 Full-time  persons.  The company also
relies on the sales efforts of outside sales  organizations and  commission-only
representatives. None of such persons is represented by a union, and the company
believes its relations with its employees is very good.

Regulation

       There are no  regulatory  issues  affecting the company not common to all
businesses.


Item 2. DESCRIPTION OF PROPERTY
        -----------------------

Offices and Warehouse Facility

       The  company's  principal  executive  offices are located at 8115 Preston
Road,  Suite 800, Dallas,  Texas 75225.  The premises,  which are leased from an
unaffiliated party, consist of 11,010 square feet. The executive office facility
contains management  offices,  work stations,  computer  equipment,  and related
software.  Monthly rent is $22,020  through the remainder of a sixty-four  month
Lease Term,  which expires on May 31, 2003.  The company has a renewal option to
extend the Lease Term for one additional  period of five years, at a rental rate
equal to the prevailing market for such premises at that time.

       The  company's   warehouse   facility is located at 12917  Valley  Branch
Lane, Farmers Branch, Texas. The premises, which are leased from an unaffiliated
party,  consist of approximately  4,500 square feet. Monthly base rent is $2,437
through July 2000,  $2,625  through July 2001, and $2,812 through July 2002, the
end of the lease term.

       All of the  company's  properties  are covered  by  property and casualty
insurance the company believes to be adequate.

Item 3. LEGAL PROCEEDINGS
        -----------------

       The company is engaged from time  to  time in routine legal  proceedings,
none of  which  was  material  to the  company's  operations  on the date of the
Prospectus.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        ---------------------------------------------------

       None.






                                       3

<PAGE>



                                     PART II

Item 5. MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
        -------------------------------------------------

Market Information

       The company's common stock is  traded  in the  over-the-counter market on
       the Nasdaq OTC Bulletin Board under the symbol MXIP. The following  table
       shows  the  price  range  of  the  company's  common  stock  since it was
       initially  quoted in November 1997 until June 30, 1999.

                                         BID                         ASK
       Quarter Ended               High       Low              High       Low
       -------------               ----       ---              ----       ---
       12-31-97                    6-1/8      2                6-5/8      2-7/8
       3-31-97                     5-3/4      1-5/8            6-1/4      1-7/8
       6-30-98                     6          2-1/8            6-1/4      2-3/8
       9-30-98                     2-13/16    7/8              3          1
       12-31-98                    1-3/4      9/16             1-7/8      19/32
       3-31-99                     5-19/32    5/8              5-3/4      25/32
       6-30-99                     6-9/16     2-7/16           6-1/2      2-5/8

       Holders

            As of June 30, 1999, there were 208 record  holders of the company's
       common stock and 3 holders of the  company's  Series A Preferred Stock.

       Dividends

            The company does not anticipate any stock or cash dividends on   its
       common stock in the foreseeable future.


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
        ----------------------------------------------------------

                                     General

       The company, through its  wholly-owned  subsidiary, manufactures, through
contractors,  and markets a high performance,  multi-media add-in card providing
both hardware and software, for inclusion in both new and existing computers.

       This business was  acquired  on April 13,  1998.  Therefore, revenues and
expenses  include the  operations of this business from the date of  acquisition
for the year ended June 30, 1998, and for the year ended June 30, 1999.

       The  company previously  operated  businesses  which sold and distributed
merchant credit card  authorization  and payment  systems;  Marketed  home-based
businesses through seminars;  and produced  customized printing for distribution
by home-based businesses.









                                       4


<PAGE>




       Each of these businesses was sold in the year  ended  June 30, 1999,  and
the financial  statements for all periods presented reflect them as discontinued
operations.

                         SELECTED FINANCIAL INFORMATION
                               Year Ended June 30,
                               -------------------
                                        1999          1998              1997
                                        ----          ----              ----
Statement of Operations Data:

Net sales                      $  $     397,989       $ 7,736       $         -

Gross profit                            212,754         5,634                 -

Operating loss                       (3,865,170)   (1,402,020)         (561,149)

Loss from continuing operations      (3,865,677)   (1,541,722)         (605,396)

Net earnings (loss)                  (5,360,655)   (1,098,907)        2,923,519

Loss per share from
 continuing operations                     (.44)         (.28)             (.12)

Net earnings (loss) per share              (.60)         (.20)              .58


                                June 30, 1999                    June 30, 1998
                                -------------                    -------------
Balance Sheet Data:

Total assets                      $10,665,647                       $3,583,002

Working capital                     8,734,663                        1,875,819

Total liabilities                     902,153                          827,713

Stockholders' equity                9,763,494                        2,755,289

Results of Operations

Year ended June 30, 1999 compared to year ended June 30, 1998


Net Sales

    Net sales increased to $397,989 for the year ended June 30, 1999 from $7,736
for the year ended June 30, 1998.  MAXpc was acquired in April 1998, and for the
period from the date of acquisition  to June 30, 1998,  MAXpc had no significant
sales as it was in the early stages of designing its sales and  marketing  plan.
During the year ended June 30, 1999 the company was still in the early stages of
marketing  its new product,  which  included  sending the MAX i.c.  Live card to
potential customers on a evaluation basis. Sales in the fourth quarter of fiscal
1999 amounted to approximately $263,000, which represents 66% of total net sales
for the year.

                                       5

<PAGE>

Selling, General and Administrative Expenses

    Selling,  general and  administrative expenses  increased 190% to $4,077,924
for the ended June 30, 1999 from  $1,407,654  for the year ended June 30,  1998.
This increase is due to advertising,  marketing and selling  expenses related to
the MAXpc product,  amortization of payments made for noncompetition agreements,
purchased technology and consulting agreements, and the overhead structure which
have been put into place in anticipation of future increases in net sales.

Interest Expense

    Interest  expense of $76,971  for the year ended June 30,  1999 was incurred
primarily on the convertible debentures.  This debt has been converted to common
stock, and no further interest is payable.  The interest expense of $139,702 for
the year ended June 30, 1998 was incurred on debt to the company's  shareholders
that 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.

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.

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


Fiscal  year ended June 30,  1998 compared to year ended June 30, 1997

Net Sales

    Net sales from continuing operations  of $7,736 for the  year ended June 30,
1998 were generated from MAX during the short period since its acquisition.  For
the year ended June 30, 1997, no sales were generated as there were no operating
companies  that have not  since  been  discontinued,  and MAXpc had not yet been
acquired.

Selling, General and Administrative Expenses

    Selling,  general and administrative expenses  increased 15 1% to $1,407,654
for the year ended June 30, 1998 from $561,149 for the year ended June 30, 1997.
This increase is due to advertising,  marketing and selling  expenses related to
the MAX ic Live  product,  amortization  of  payments  made  for  noncompetition
agreements,  purchased  technology and consulting  agreements,  and the overhead
structure which was in place prior to discontinuing Systems, HBG and AmeraPress.

                                       6

<PAGE>



Interest Expense

    The  interest  expense  of $139,702 and $44,247 for the years ended June 30,
1998 and 1997, respectively,  was incurred on debt to the company's shareholders
that 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.

Liquidity

    Cash and cash equivalents  increased  $6,362,494  in the year ended June 30,
1999.  Net cash used in operating  activities  for the period was  approximately
$5,287,000,  of which $1,059,000 was used in discontinued  operations.  Net cash
used in operating  activities primarily consisted of the cash operating loss for
the period, plus increases in accounts receivable, inventories and other assets,
offset by an increase in accounts payable and accrued expenses.

    Cash  used in  investing  activities  consisted  of  approximately  $120,000
in purchases of property and equipment.

    Financing  activities   generated  approximately   $11,769,000,   consisting
primarily of $15,605,000 from sales of common stock, offset by the redemption of
the Series B preferred stock in the approximate amount of $3,800,000.

    As  a result  of the  above,  working  capital  at June 30,  1999  increased
approximately 366%, to $8,734,663,  from $1,875,819 at June 30, 1998. Management
believes  this working  capital  will be  sufficient  to 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.  Should the need arise for further funding for
increases in inventories or  receivables or for capital  equipment,  the company
would address the  possibility of lines of credit from lending  authorities  and
new issues of capital  stock.  There is no  assurance  these  resources  will be
available to the company.

Year 2000

    The  company,  like most  companies,  is  faced  with the Year 2000  ("Y2K")
issue,  which is a result of the use of computer systems designed to process two
digits rather than four when designating the year. 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.  For purposes of the review, the equipment
and software  were  divided  into  critical  and  non-critical  categories.  The
critical category included accounting software,  customer databases,  the actual
computer  systems  themselves  and our  vendors'  individual  preparedness.  The
non-critical  category included the telephone  systems,  general  administrative
software and network operating systems.

    In the critical category, the  accounting software,  customer databases, and
computer  systems  issues have been  addressed  through  software  and  hardware
updates provided to our company by the software and/or hardware  vendors.  These
updates  were  provided  at  minimal  cost.  It should  also be noted that these
applications are relatively simple programs.

                                       7


<PAGE>



    The company has contacted its  major  component  suppliers  and its contract
manufacturer.  To date, none has indicated that it anticipates material internal
risks.  The company is continuing this process to determine the readiness of all
significant  suppliers  and will  assess,  and  where  practicable,  attempt  to
mitigate  its risks with  respect to any  failure  of these  entities  to be Y2K
compliant.  The company is in the  process of  identifying  additional  contract
manufacturers,  and one of the key contract requirements is for the manufacturer
to make their systems Y2K compliant.

    These  critical  areas have been  monitored for an  unforeseen  issues since
June  1998,  and  procedures  are in place  to  ensure  that a hard  copy of all
critical transactions is maintained.

    With  regard  to the  company's  non-critical  category,  such  as telephone
systems,  general  administrative  software and network operating systems, these
areas  have also been  addressed.  Any minor  infractions  found  were  resolved
through software updates and upgrades.

    Although the company cannot quantify the potential effect of Y2K   issues on
its financial  condition,  business or results of  operations,  it is reasonably
certain that any such future costs will not be significant.


Forward Looking Information

    This report  contains  certain  forward-looking  statements  and information
relating  to the  company  that  are  based  on  the  beliefs  of the  company's
management as well as assumptions made by and information currently available to
the company's management.  When used in this report, words such as "anticipate,"
"believe," "estimate," "expect," "intend," "should," and similar expressions, as
they  relate  to  the  company  or  its  management,   identify  forward-looking
statements.  Such  statements  reflect  the current  views of the  company  with
respect to future  events and are subject to certain  risks,  uncertainties  and
assumptions  relating to the  operations,  results of operations,  liquidity and
growth  strategy  of the  company,  including  competitive  factors  and pricing
pressures,   changes  in  legal  and  regulatory  requirements,   interest  rate
fluctuations,  and  general  economic  conditions,  as  well  as  other  factors
described in this report. Should one or more of the risks materialize, or should
underlying  assumptions  prove  incorrect,  actual  results or outcomes may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected or intended.














                                       8

<PAGE>



Item 7. FINANCIAL STATEMENTS
        --------------------


INDEX TO FINANCIAL STATEMENTS


Report of Independent Certified Public Accountants                          F-1

Consolidated Balance Sheets as of June 30, 1998 and 1999                    F-2

Consolidated Statements of Operations for the years ended
June 30, 1998 and 1999                                                      F-3

Consolidated  Statement of Stockholders' Equity (Deficit)
for the years ended June 30, 1998 and 1999                                  F-4

Consolidated Statements of Cash Flows for the years ended
June 30, 1998 and 1999                                                      F-6

Notes to Consolidated Financial Statements                                  F-8















                                       9

<PAGE>







               Report of Independent Certified Public Accountants



Board of Directors and Stockholders
Voxcom Holdings, Inc.


We have audited the accompanying consolidated balance sheets of Voxcom Holdings,
Inc. and  Subsidiary  (d/b/a Max Internet  Communications,  Inc.) as of June 30,
1999  and  1998,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity (deficit),  and cash flows for the years then ended. 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 audit 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 Voxcom Holdings,
Inc., and Subsidiary as of June 30, 1999 and 1998, and the consolidated  results
of their operations and their  consolidated cash flows for the years then ended,
in conformity with generally accepted accounting principles.


/s/  Grant Thornton LLP
-----------------------
     GRANT THORNTON LLP



Dallas, Texas
August 13, 1999


                                      F-1


<PAGE>

<TABLE>
<CAPTION>

                      Voxcom Holdings, Inc. and Subsidiary
                     d/b/a Max Internet Communications, Inc.

                           CONSOLIDATED BALANCE SHEETS

                             June 30, 1999 and 1998





                               ASSETS                                           1999            1998
                                                                           ------------    ------------
<S>                                                                        <C>             <C>


CURRENT ASSETS
    Cash and cash equivalents                                              $  8,136,585    $  1,774,091
    Accounts receivable, net of allowance for doubtful
       accounts of $30,000 at June 30, 1999                                     169,217           3,066
    Inventories                                                               1,286,539         423,250
    Prepaid expenses                                                             44,475         103,125
                                                                           ------------    ------------

                   Total current assets                                       9,636,816       2,303,532

PROPERTY AND EQUIPMENT, AT COST
    Machinery and equipment                                                      87,830          16,669
    Furnishings                                                                  67,634          18,848
                                                                           ------------    ------------
                                                                                155,464          35,517
    Less accumulated depreciation                                                27,969           3,100
                                                                           ------------    ------------
                                                                                127,495          32,417

OTHER ASSETS                                                                    901,336       1,247,053
                                                                           ------------    ------------

                                                                           $ 10,665,647    $  3,583,002
                                                                           ============    ============

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                       $    113,356    $    250,173
    Accrued expenses                                                            788,797         123,949
    Net liabilities of discounted operations                                       --            53,591
                                                                           ------------    ------------

                   Total current liabilities                                    902,153         427,713

LONG-TERM DEBT                                                                     --           400,000

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, none at June 30, 1999
       and 350,000 shares at June 30, 1998                                         --         3,500,000
    Common stock, $.0001 par value; authorized, 25,000,000 shares;
       issued, 15,772,823 at June 30, 1999 and 6,085,772 shares
       at June 30, 1998                                                           1,577             609
    Additional paid-in capital                                               17,693,743       1,479,691
    Accumulated deficit                                                     (15,719,326)    (10,225,011)
                                                                           ------------    ------------
                                                                              9,975,994       2,755,289
    Less 200,000 shares of common stock in treasury - at cost                  (212,500)           --
                                                                           ------------    ------------
                                                                              9,763,494       2,755,289
                                                                           ------------    ------------

                                                                           $ 10,665,647    $  3,583,002
                                                                           ============    ============
</TABLE>




        The accompanying notes are an integral part of these statements.

                                      F-2

<PAGE>



                      Voxcom Holdings, Inc. and Subsidiary
                     d/b/a Max Internet Communications, Inc.


                      CONSOLIDATED STATEMENTS OF OPERATIONS

                       Years ended June 30, 1999 and 1998




                                                     1999           1998
                                                -----------    -----------

Net sales                                       $   397,989    $     7,736
Cost of sales                                       185,235          2,102
                                                -----------    -----------

           Gross profit                             212,754          5,634

Selling, general and administrative expenses      4,077,924      1,407,654
                                                -----------    -----------

           Operating loss                        (3,865,170)    (1,402,020)

Interest income (76,464)                               --
Interest expense                                     76,971        139,702
                                                -----------    -----------

           Loss from continuing operations       (3,865,677)    (1,541,722)

Discontinued operations
    Earnings (loss) from operations              (2,475,217)       442,815
    Gain on disposal                                980,239           --
                                                -----------    -----------
                                                 (1,494,978)       442,815
                                                -----------    -----------

                Net loss                        $(5,360,655)   $(1,098,907)
                                                ===========    ===========

Earnings (loss) per share - basic and diluted
    Continuing operations                       $      (.44)   $      (.28)
    Discontinued operations                            (.16)           .08
                                                -----------    -----------

    Net loss                                    $      (.60)   $      (.20)
                                                ===========    ===========

Weighted average shares outstanding               9,099,295      5,516,228
                                                ===========    ===========


        The accompanying notes are an integral part of these statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                       Voxcom Holdings, Inc. and Subsidiary
                                      d/b/a Max Internet Communications, Inc.


                             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                        Years ended June 30, 1999 and 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 July 1, 1997           4,999,937   $        500           --     $       --             --      $       --

Issuance of common stock             925,000             93           --             --             --              --

Sale of preferred stock                 --             --             --             --          350,000       3,500,000

Exercise of warrants                 160,835             16           --             --             --              --

Conversion of debt                      --             --           80,000      8,000,000           --              --

Net loss for the year                   --             --             --             --             --              --
                                ------------   ------------   ------------   ------------   ------------    ------------

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

Sales of common stock              7,644,000            764           --             --             --              --

Conversion of debentures,
    including interest               364,427             37           --             --             --              --

Dividends on Series B
    preferred stock
       Paid in common stock          113,697             11           --             --             --              --
       Paid in cash                     --             --             --             --             --              --

Conversion of preferred stock        547,201             55           --             --          (34,000)       (340,000)

Redemption of preferred stock           --             --             --             --         (316,000)     (3,160,000)

                                      Additional
                                       paid-in       Accumulated   Treasury
                                       capital         deficit       stock     Total
                                     ------------    ------------    ---   ------------
                                     <C>             <C>             <C>   <C>

Balances at July 1, 1997             $       --      $ (9,126,104)   $-    $ (9,125,604)

Issuance of common stock                1,449,907            --      --       1,450,000

Sale of preferred stock                  (613,540)           --      --       2,886,460

Exercise of warrants                      643,324            --      --         643,340

Conversion of debt                           --              --      --       8,000,000

Net loss for the year                        --        (1,098,907)   --      (1,098,907)
                                     ------------    ------------    ---   ------------

Balances at June 30, 1998               1,479,691     (10,225,011)   --       2,755,289

Sales of common stock                  12,800,936            --      --      12,801,700

Conversion of debentures,
    including interest                    403,095            --      --         403,132

Dividends on Series B
    preferred stock
       Paid in common stock                91,695         (91,706)   --            --
       Paid in cash                          --           (41,954)   --         (41,954)

Conversion of preferred stock             339,945            --      --            --

Redemption of preferred stock            (632,000)           --      --      (3,792,000)

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                                       Voxcom Holdings, Inc. and Subsidiary
                                      d/b/a Max Internet Communications, Inc.


                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - CONTINUED

                                        Years ended June 30, 1999 and 1998


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

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

Exercise of Class A Warrants              412,226             41           --             --        --            --

Redemption of Class B Warrants               --             --             --             --        --            --

Exercise of stock options                 455,500             45           --             --        --            --

Shares and stock options issued
    in exchange for services              150,000             15           --             --        --            --

Stock options issued in connection
    with sale of subsidiary                  --             --             --             --        --            --

Net loss for the year                        --             --             --             --        --            --
                                     ------------   ------------   ------------   ------------    -----         -----

Balances at June 30, 1999              15,772,823   $      1,577         80,000   $  8,000,000      --          $ --
                                     ============   ============   ============   ============    =====         =====


                                      Additional
                                        paid-in      Accumulated      Treasury
                                        capital        deficit          stock           Total
                                     ------------    ------------    ------------    ------------

Acquisition of 200,000 shares of     $       --      $       --      $   (212,500)   $   (212,500)
    common stock for the treasury
                                        1,648,863            --              --         1,648,904
Exercise of Class A Warrants
                                           (1,608)           --              --            (1,608)
Redemption of Class B Warrants
                                        1,154,391            --              --         1,154,436
Exercise of stock options

Shares and stock options issued           168,735            --              --           168,750
    in exchange for services

Stock options issued in connection        240,000            --              --           240,000
    with sale of subsidiary
                                             --        (5,360,655)           --        (5,360,655)
Net loss for the year                ------------    ------------    ------------    ------------

                                     $ 17,693,743    $(15,719,326)   $   (212,500)   $  9,763,494
Balances at June 30, 1999            ============    ============    ============    ============

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                      Voxcom Holdings, Inc. and Subsidiary
                     d/b/a Max Internet Communications, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       Years ended June 30, 1999 and 1998




                                                                     1999           1998
                                                               ------------    ------------
<S>                                                            <C>             <C>


Cash flows from operating activities
    Net loss                                                   $ (5,360,655)   $ (1,098,907)
    Loss (gain) from discontinued operations                      1,494,978        (442,815)
    Adjustments to reconcile net loss to net cash
       used by continuing operations
          Depreciation and amortization                             613,156         195,087
          Common stock and stock options issued for services        168,750          25,000
          Change in operating assets and liabilities
                Prepaid expenses                                    (41,350)           --
                Accounts receivable                                (166,151)         (2,566)
                Inventories                                        (863,289)       (423,250)
                Other assets                                       (326,000)       (117,165)
                Accounts payable and accrued expenses               252,263         329,875
                                                               ------------    ------------

                 Net cash used in continuing operations          (4,228,298)     (1,534,741)

    Net cash used by discontinued operations                     (1,058,739)     (1,054,549)
                                                               ------------    ------------

                 Net cash used in operating activities           (5,287,037)       (480,192)

Cash flows from investing activities
    Purchase of property and equipment                             (119,947)        (35,517)

Cash flows from financing activities
    Borrowings                                                         --           400,000
    Sales of common stock                                        15,605,040            --
    Redemption of preferred stock                                (3,792,000)           --
    Sale of preferred stock                                            --         2,886,460
    Warrants exercised                                                 --           643,340
    Payments on notes payable to stockholders                          --        (1,640,000)
    Redemption of class B warrants                                   (1,608)           --
    Dividends paid - preferred stock                                (41,954)           --
                                                               ------------    ------------

                 Net cash provided by financing activities       11,769,478       2,289,800

Net increase in cash and cash equivalents                         6,362,494       1,774,091

Cash and cash equivalents at beginning of year                    1,774,091            --
                                                               ------------    ------------

Cash and cash equivalents at end of year                       $  8,136,585    $  1,774,091
                                                               ============    ============
</TABLE>




        The accompanying notes are an integral part of these statements.

                                      F-6

<PAGE>

<TABLE>
<CAPTION>


                      Voxcom Holdings, Inc. and Subsidiary
                     d/b/a Max Internet Communications, Inc.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                       Years ended June 30, 1999 and 1998




                                                                 1999         1998
                                                              ----------   ----------
<S>                                                           <C>          <C>

Noncash financing and investing activities:
    Conversion of notes payable to stockholders into 80,000
       shares of Series A preferred stock                     $     --     $8,000,000

    Issuance of common stock for services and
       noncompetition agreements                                 168,750      925,000

    Issuance of common stock for technology                         --        525,000

    Issuance of common stock for dividends                        91,706         --

    Conversion of debentures and accrued interest
       into common stock                                         403,132         --

    Conversion of Series B preferred stock into
       common stock                                              340,000         --

    Acquisition of business
       Fair value of assets acquired                                --      1,193,556
       Liabilities assumed                                          --      1,193,556

Cash payments for:
    Interest                                                         506       69,273
    Income taxes                                                    --           --

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-7


<PAGE>


                      Voxcom Holdings, Inc. and Subsidiary
                     d/b/a Max Internet Communications, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 1999 and 1998







NOTE A - BASIS OF PRESENTATION

    The  accompanying  financial  statements  include  the  accounts  of  Voxcom
    Holdings,  Inc. (Holdings) and its  subsidiary,  MAXpc  Technologies,  Inc.,
    (MAXpc), collectively, the "Company." MAXpc was  acquired on April 13, 1998.
    Voxcom Systems,  Inc.,  AmeraPress,  Inc., and  Home Business  Group,  Inc.,
    former subsidiaries, were sold during fiscal 1999. See Note C.


NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

    Business
    --------

    The Company 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.

    Advertising Costs
    -----------------

    The Company charges advertising costs to expense when incurred.  Advertising
    costs for the years ended June 30, 1999 and 1998 were approximately $365,000
    and $7,000, respectively.

    Cash and Cash Equivalents
    -------------------------

    Cash and cash  equivalents  include  cash  in banks  and all  highly  liquid
    investments with maturities of three months or less when purchased.

    Inventories
    -----------

    Inventories  consist  principally  of  finished  goods and are stated at the
    lower of cost or market;  cost is determined  using the first-in,  first-out
    method.

    Property and Equipment
    ----------------------

    Property and  equipment  are stated at cost.  Depreciation  is computed on a
    straight-line  basis  over the  estimated  lives of the  individual  assets,
    ranging from three to five years.

    Intangible Assets
    -----------------

    Purchased technology and licenses are being amortized over seven years.

    Revenue Recognition
    -------------------

    Sales are recorded when products are shipped.






                                      F-8



<PAGE>


NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Continued

    Earnings (Loss) Per Share
    -------------------------

    The Company  computes basic earnings or loss per share based on net earnings
    or loss,  adjusted for preferred  stock  dividends,  divided by the weighted
    average number of common shares  outstanding.  Diluted earnings per share is
    computed based on the weighted  average number of common shares  outstanding
    plus the number of additional common shares that would have been outstanding
    if dilutive  potential  common shares,  consisting of stock  options,  stock
    purchase warrants, and convertible debt and preferred stock, had been issued
    or converted.  For all periods presented,  there was no dilutive effect from
    these securities.

    Stock-based Compensation
    ------------------------

    Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting  for
    Stock-Based  Compensation"  ("Statement  No. 123") is effective for the year
    ended June 30, 1999. Statement No. 123 establishes a fair value based method
    of accounting for employee stock options, but permits continued  application
    of the accounting method  prescribed by Accounting  Principles Board Opinion
    No. 25 ("Opinion 25"),  "Accounting for Stock Issued to Employees." Entities
    that continue to apply the provisions of Opinion 25 are required to make pro
    forma  disclosures of net income and earnings per share as if the fair value
    based method of accounting had been applied. Refer to Note K.

    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
    disclosure 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.


NOTE C - ACQUISITION, DISPOSITION AND DISCONTINUANCE 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.

    In  September  1998,  the  Company  sold  the  common  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,   Inc.
    (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.




                                      F-9


<PAGE>


                      Voxcom Holdings, Inc. and Subsidiary
                     d/b/a Max Internet Communications, Inc.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 1999 and 1998




NOTE C - ACQUISITION, DISPOSITION AND DISCONTINUANCE OF BUSINESSES - Continued

    Effective  February  19,  1999,  the Company  closed  Voxcom  Systems,  Inc.
    (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 accompanying  financial statements have been reclassified to present the
    results  of  operations  of HBG,  AmeraPress  and  Systems  as  discontinued
    operations.

    Summary operating data of discontinued operations is presented below.

                                                    Year ended June 30,
                                               ------------------------------
                                                   1999              1998

       Revenues                                $ 4,456,000      $ 21,247,000
       Cost and expenses                        (6,931,217)      (20,856,443)
       Income tax benefit                             --              52,258


       Net earnings (loss)                     $(2,475,217)     $    442,815
                                                ==========       ===========

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


NOTE D - OTHER ASSETS

    Other assets consist of the following:

                                                June 30,         June 30,
                                                   1999              1998
                                               --------         ----------
       Deposits                                $ 37,341         $   21,395
       Noncompetition agreements                   --              362,180
       Purchased technology                     695,241            517,702
       Consulting agreement                     114,587            252,083
       Licensees                                 43,750               --
       Other                                     10,417             93,693
                                               --------         ----------

                                               $901,336         $1,247,053
                                               ========         ==========
    Purchased technology arose primarily from the acquisition of MAXpc.



                                      F-10


<PAGE>


NOTE E - LONG-TERM DEBT

    Long-term  debt at June 30,  1998,  consists of  $400,000 of 5%  convertible
    debentures  due May 31, 2000. The  debentures  are  convertible  into common
    shares of Holdings at a conversion  price equal to the lower of (1) $3.24375
    per share or (2) 80% of the  closing  bid price for the five days  preceding
    conversion.  All outstanding convertible debentures were converted in fiscal
    1999.


NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS

    The fair values of cash and cash  equivalents,  and  convertible  debentures
    approximate carrying values.


NOTE G - LEASE COMMITMENTS

    The Company  leases office and warehouse  space and equipment  under various
    noncancellable  lease  agreements.  Total  rent  expense  was  $303,506  and
    $466,179  for the years  ended June 30, 1999 and 1998,  respectively.  As of
    June 30, 1999, the future minimum rental payments are as follows:

       Year ending
        June 30,

          2000                                           $  279,138
          2001                                              276,780
          2002                                              270,528
          2003                                              267,384
                                                          ---------

                                                         $1,093,830
                                                         ==========





                                      F-11




<PAGE>


<TABLE>
<CAPTION>


NOTE H - INCOME TAXES

The deferred tax assets and liabilities consist of the following:

                                                                        June 30,
                                                              --------------------------
                                                                  1999            1998
                                                              -----------    -----------
Deferred tax assets (liabilities)
<S>                                                           <C>            <C>

   Goodwill                                                   $      --      $ 3,453,334
   Accrued expenses                                               244,614         45,861
   Property and equipment                                         (17,760)          --
   Noncompetition agreement                                          --           39,814
   Net operating loss carryover                                 2,356,396        525,000
                                                              -----------    -----------

Total deferred tax assets                                       2,583,250      4,064,009

Valuation allowance                                            (2,583,250)    (4,064,009)
                                                              -----------    -----------

Net deferred tax assets                                       $      --      $      --
                                                              ===========    ===========

The  Company has  provided a valuation  allowance  against  deferred  tax assets
because their  recovery is uncertain.  Following is a  reconciliation  of income
taxes at the federal statutory rate to income tax expense:

                                                                        June 30,
                                                              --------------------------
                                                                  1999            1998
                                                              -----------    -----------
   Tax benefit at statutory rate - continuing operations      $1,314,330     $   524,185
   Losses for which a benefit was not recorded                (1,314,330)       (524,185)
                                                              -----------    -----------
   Income tax benefit - continuing operations                 $     --       $      --
                                                              ===========    ===========

</TABLE>


At June 30, 1999, the Company had net operating loss carryovers of approximately
$6,400,000.








                                      F-12




<PAGE>


NOTE I - STOCKHOLDERS' EQUITY

    The Series A preferred stock, which is held by officers of the Company, does
    not pay dividends.

    The Series B preferred stock is convertible  into common stock at the lesser
    of $3.24375 per share or 80% of the average  closing bid price of the common
    stock for the five days preceding notice of conversion, and is redeemable by
    the Company at 120% of the issue price. Dividends accrue at 5%.

    On March 31, 1999, the Company acquired for $3,792,000,  3,000,000 shares of
    its common stock which had been issued upon  conversion of 316,000 shares of
    Series B  preferred  stock.  The  3,000,000  shares,  along  with  4,000,000
    newly-issued common shares were sold on March 31, 1999, for $12,660,000 less
    placement costs of $663,300. At June 30, 1999, all Series B preferred shares
    had been converted.


NOTE J - STOCK PURCHASE WARRANTS

    All  stockholders of Holdings were given one Class A warrant for each common
    share acquired by them in June,  1997.  Each warrant  entitles the holder to
    purchase one share of common  stock for $4.00.  If not  exercised,  warrants
    expire in June 2000.  If  exercised,  the holder  will  receive  one Class B
    warrant for each Class A warrant.  Each Class B warrant  entitles the holder
    to purchase one share of common stock for $20.00 and expires in June 2000.

    At June 30,  1998,  there were  4,839,101  and  160,835  Class A and Class B
    warrants  outstanding,  respectively.  The class B warrants were redeemed in
    May 1999 for $1,608.  At June 30, 1999,  4,426,587 Class A warrants remained
    outstanding.


NOTE K - STOCK OPTIONS

    The Company has issued 1,507,500 stock options to employees, pursuant to the
    1999 Stock  Option  Plan.  Prior to  adoption of the Plan,  1,050,000  stock
    options were issued to  employees.  Options are granted at no less than fair
    value  at date of  grant.  All  options  granted  have  vested  immediately.
    Following is a summary of employee option  transactions  for fiscal 1998 and
    1999:
                                                                    Weighted
                                                                     average
                                                       Shares     exercise price
                                                     ---------    --------------
    Outstanding at July 1, 1997 and 1998                   --         $  --
    Granted                                          2,557,500         4.20
    Exercised -                                            --
    Expired or canceled                                    --            --
                                                     ---------         ----
    Outstanding at June 30, 1999                     2,557,500        $4.20
                                                     =========         ====

    Weighted-average  fair value of options  granted  during the year ended June
    30, 1999 was $2.95 per share.




                                      F-13


<PAGE>

<TABLE>
<CAPTION>


NOTE K - STOCK OPTIONS - Continued

    The following table summarizes  information  about stock options at June 30,
1999:

                                                                       Outstanding and Exercisable
                                                                       ---------------------------
                                                                               Weighted
                                                                                average
                                                                              remaining          Weighted
                                                                            contractual           average
                                                                                   life          exercise
                                   Exercise price            Shares          (in years)            price
                                   --------------          ---------        -----------          --------
<S>                                    <C>                 <C>                   <C>              <C>

                                       $0.80                 107,500             4.59             0.80
                                        1.25                  50,000             3.50             1.25
                                        4.00               1,400,000             4.75             4.00
                                        5.00               1,000,000             1.75             5.00
                                                           ---------                              ----
                                                           2,557,500                             $4.20
                                                           =========                              ====

    The Company has adopted the  disclosure  provisions of Statement No. 123, as
    discussed  in Note B, and  continues to apply  Opinion 25 for stock  options
    granted to employees.  If the Company had  recognized  compensation  expense
    based upon the fair value at the grant date for options granted to employees
    the effect on net loss and loss per share for the year  ended June 30,  1999
    would have been as follows:

       Net loss
          As reported                                                            $ 5,360,655
          Pro forma                                                               12,907,000
       Loss per common share
          As reported                                                                    .60
          Pro forma                                                                     1.43

</TABLE>


    The fair value of these options was estimated at the date of grant using the
    Black-Scholes  option  pricing  model  with the  following  weighted-average
    assumptions:  expected volatility of 180%; risk-free interest rate of 5.50%;
    no dividend yield; and expected lives of three years.

    During the years ended June 30,  1998 and 1999,  the  Company  also  granted
    stock options to  nonemployees,  principally for fees in connection with the
    sale of common and preferred  stock.  These grants totaled 906,000 shares at
    prices ranging from $0.10 to $5.00 per share.  These options expire in three
    to five years and are generally  exercisable  at date of grant.  The Company
    charged  $51,000  to  expense  during  the  year as a result  of the  grants
    unrelated to the sales of common and preferred  stock.  Nonemployee  options
    covering 450,500 shares granted were outstanding at June 30, 1999.



                                      F-14

<PAGE>

<TABLE>
<CAPTION>


NOTE L - EARNINGS PER (LOSS) SHARE

    Earnings (loss) per share is calculated as follows:

                                                                       Loss from
                                                                      continuing       Discontinued
                                                                      operations        operations        Net loss
                                                                     -----------        ------------    -----------
<S>                                                                  <C>               <C>               <C>

       1999

       Loss                                                          $(3,865,677)       $(1,494,978)    $(5,360,655)
       Preferred dividends                                              (133,660)                -         (133,660)
                                                                      ----------         ----------      ----------

       Loss allocable to common stockholders                         $(3,999,337)       $(1,494,978)    $(5,494,315)
                                                                      ==========         ==========      ==========

       Weighted average common shares outstanding                      9,099,295          9,099,295       9,099,295
                                                                      ==========         ==========      ==========

       Loss per share - basic and diluted                                  $(.44)             $(.16)          $(.60)
                                                                            ====               ====            ====

       1998

       Earnings (loss)                                               $(1,541,722)         $ 442,815     $(1,098,907)
                                                                      ==========           ========      ==========

       Weighted average common shares outstanding                      5,516,228          5,516,228       5,516,228
                                                                      ==========         ==========      ==========

       Earnings (loss) per share                                           $(.28)              $.08           $(.20)
                                                                            ====                ===            ====

</TABLE>

NOTE M - CONTINGENCIES

    At June 30,  1999,  the Company was  involved in  litigation  arising in the
    normal course of business.  Management believes that the ultimate resolution
    will not have a material effect on financial position, results of operations
    or cash flows.





                                      F-15

<PAGE>


Item 8. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON   ACCOUNTING  AND
        ------------------------------------------------------------------------
        FINANCIAL DISCLOSURE
        --------------------

        Not applicable.


                                    PART III


Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        ------------------------------------------------------------------------
        WITH 16(A) OF THE EXCHANGE ACT
        ------------------------------

        The  sections  entitled  "Directors,  Director  Nominees  and  Executive
        Officers' appearing in the Registrant's Definitive  Proxy  Statement for
        the Annual Meeting  of Stockholders  to be held on or about November 15,
        1999, sets forth certain information with respect  to the  directors and
        executive officers of the company.

Item 10.EXECUTIVE COMPENSATION
        ----------------------

        The  section  entitled  "Executive   Compensation"  appearing   in   the
        Registrant's  Definitive  Proxy  Statement   for the  Annual  Meeting of
        Stockholders  to be held on or  about  November  15,  1999,  sets  forth
        certain  information with respect to the compensation  of  management of
        the Registrant.

Item 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        --------------------------------------------------------------

        The sections entitled  "Principal  Shareholders and  Security  Ownership
        of  Management"   appearing   in   the  Registrant's   Definitive  Proxy
        Statement  for the  Annual  Meeting of  Stockholders  to be  held  on or
        about November 15, 1999, sets forth  certain  information  with  respect
        to the ownership of the Registrant's Common Stock.

Item 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
        ----------------------------------------------

        The  section  entitled   "Certain   Transactions"   appearing   in   the
        Registrant's  Definitive  Proxy  Statement  for  the Annual  Meeting  of
        Stockholders  to be held on or  about  November  15,  1999,  sets  forth
        certain information with respect to these matters.










                                       10

<PAGE>






Item 13.EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

        (a) Exhibits

Exhibit
Number    Description of Exhibits
-------   -----------------------

2.1       Agreement  and  Plan of  Reorganization,  dated  June 9,  1997,  among
          Newcorp One, Inc. and the shareholders of Voxcom Systems,  Inc. (filed
          as Exhibit 2.01 to the company's  Form 10-SB filed with the Securities
          and  Exchange  Commission  on May 15,  1998 (the  "Form  10-SB"),  and
          incorporated herein by reference).

2.2.1     Stock Purchase Agreement,  dated June 30, 1997, among Voxcom Holdings,
          Inc. and the shareholders of AmeraPress, Inc. (filed as Exhibit 2.02.1
          to the company's Form 10-SB, and incorporated herein by reference).

2.2.2     Promissory  Note,  dated  June 30,  1997,  in  connection  with  Stock
          Purchase Agreement between Voxcom Holdings,  Inc. and the shareholders
          of  AmeraPress,  Inc.  (filed as Exhibit  2.02.2 to the company's Form
          10-SB, and incorporated herein by reference).

2.2.3     Security  Agreement-Pledge,  dated June 30, 1997, in  connection  with
          Promissory Note between Voxcom Holdings,  Inc. and the shareholders of
          AmeraPress, Inc. (filed as Exhibit 2.02.3 to the company's Form 10-SB,
          and incorporated herein by reference).

2.3.1     Stock Purchase  Agreement  regarding MAXpc (filed as Exhibit 2.03.1 to
          the company's Form 10-SB, and incorporated herein by reference).

2.3.2     Employment  Agreement  with Gary Raabe (filed as Exhibit 2.03.2 to the
          company's Form 10-SB, and incorporated herein by reference).

*2.3.3    Employment Agreement dated August 5, 1999 with Thomas Fehr.

3.1       Restated  Articles of  Incorporation  of Newcorp One, Inc., dated June
          12,  1997 (filed as Exhibit  3.01 to the  company's  Form  10-SB,  and
          incorporated herein by reference).

3.2       By-laws  of  Voxcom  Holdings,  Inc.  (filed  as  Exhibit  3.02 to the
          company's Form 10-SB, and incorporated herein by reference).

3.3       Certificate  of Decrease in  Authorized  and Issued  Shares  (filed as
          Exhibit 3.03 to the company's Form 10-SB, and  incorporated  herein by
          reference).

3.4       Certificate of Designation  regarding  Series A Preferred Stock (filed
          as Exhibit 3.04 to the company's Form 10-SB, and  incorporated  herein
          by reference).

3.5       Amended and Restated  Certificate  of  Designations,  Preferences  and
          Rights of Preferred Stock creating the Series B Preferred Stock (filed
          as Exhibit 3.05 to the company's Form 10-SB, and  incorporated  herein
          by reference).

4.1.1     Securities   Purchase  Agreement  dated  June  19,  1998  with  Carmax
          Investments, Inc. (filed as Exhibit 4.01.1 to the company's Form 10-SB
          and incorporated herein by reference)

4.1.2     5%  Convertible  Debenture due May 31, 2000 dated June 19, 1998 (filed
          as Exhibit 4.01.2 to the company's Form 10-SB and incorporated  herein
          by reference)



                                       11

<PAGE>






4.2.1.    Securities  Purchase  Agreement  dated June 22, 1998 among the company
          and  Dominion  Capital  Fund,  Ltd.  and  Sovereign  Partners  Limited
          Partnership  (filed as Exhibit  4.02.1 to the company's Form 10-SB and
          incorporated herein reference.)

4.2.2     Registration   Rights  Agreement  (filed  as  Exhibit  4.02.2  to  the
          company's Form 10-SB and incorporated herein reference.)

4.3.1     Stock  Purchase  Agreement  dated  February  23, 1999 to purchase  the
          outstanding  Series B  Preferred  Stock  (filed as Exhibit  (1) to the
          company's  Form 8-K dated  March 31, 1999 and  incorporated  herein by
          reference)

4.3.2     Assignment dated March 26, 1999 (filed as Exhibit (2) to the company's
          Form 8-K dated March 31, 1999 and incorporated herein by reference)

4.3.3     Stock Purchase Agreement dated March 26, 1999 to purchase of 4,000,000
          shares of Common Stock (filed as Exhibit (3) to the company's Form 8-K
          dated March 31, 1999 and incorporated herein by reference)

4.3.4     Distribution Agreement (filed as Exhibit (4) to the company's Form 8-K
          dated March 31, 1999 and incorporated herein by reference)

4.3.5     Voting Agreement (filed as Exhibit (5) to the company's Form 8-K dated
          March 31, 1999 and incorporated herein by reference)

10.2      1997 Stock Bonus Plan (filed as Exhibit  10.02 to the  company's  Form
          10-SB, and incorporated herein by reference).

10.3      1999 Stock  Option Plan (filed as Exhibit 10.3 to the  company's  Form
          SB-2, file number 333-83659 and incorporated herein by reference).

10.4      Settlement Agreement with FTC (filed as Exhibit 10.04 to the company's
          Form 10-SB, and incorporated herein by reference).

10.5      Consulting Agreement with Jande International  Holdings, LLC (filed as
          Exhibit 10.05 to the company's Form 10-SB and  incorporated  herein by
          reference).

10.6      Consulting  Agreement  with S.G.  Consulting,  Inc.  (filed as Exhibit
          10.06  to  the  company's  Form  10-SB  and  incorporated   herein  by
          reference).

10.7      Investment  Banking and  Consulting  Agreement  dated  August 26, 1998
          between the company and Lloyd Wade  Securities  (filed as Exhibit 10.6
          to the company's Form SB-2, file no 333-61185, and incorporated herein
          by reference).

10.8      Stock Purchase  Agreement  dated September 30, 1998 among the company,
          Kim Crowther and Brian Jensen  (filed as Exhibit 10.8 to the Company's
          Form  SB-2,  file  number  333-61185,   and  incorporated   herein  by
          reference).

*21.1     Subsidiaries.

*27.      Financial Data Schedule

          (b)                            Reports on Form 8-K - None
-----------------------------
*  Filed herewith.



                                       12

<PAGE>


                                   SIGNATURES


          In accordance  with Section 13 or 15(d) of the Securities and Exchange
Act of 1934,  the company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                              VOXCOM HOLDINGS, INC.



                                              By: /s/ Donald G. McLellan
                                                 -----------------------
                                                  Donald G. McLellan
                                                  President and Director

          In accordance with the Securities Exchange Act of  1934,  this  report
has been signed below by the  following  persons on behalf of the company and in
the capacities and on the dates indicated.




         Name                         Office                         Date
         ----                         ------                         ----

/s/Lawrence R. Biggs, Jr.        Chief Executive Officer      September 24, 1999
-------------------------        and Director (Principal
Lawrence R. Biggs, Jr.           Executive Officer)



/s/ Donald G. McLellan           Director                     September 24, 1999
-------------------------
Donald G. McLellan


/s/ Lawrence A. Cahill           Director                     September 24, 1999
-------------------------
Lawrence A. Cahill


/s/ Ronald L. Brown              Director                     September 24, 1999
-------------------------
Ronald L. Brown


                                 Director                     September 24, 1999
-------------------------
Brahill Santos


/s/ Harold L. Clark              Director                     September 24, 1999
-------------------------
Harold L. Clark


/s/Brian K. Norman               Director                     September 24, 1999
-------------------------
Brian K. Norman


/s/ Leslie D. Crone              Principal Financial          September 24, 1999
-------------------------        Officer, Controller and
Leslie D. Crone                  Principal Accounting
                                 Officer









                                       13