<PAGE>   1
                                  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, 2000
                                       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

                        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:  $548,033.

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,
2000 was $48,129,000.

At June 30, 2000, the registrant had outstanding 17,734,242 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 held in November 2000.

           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ]  No [X]

<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                              <C>
                                     PART I

Item 1.  Description of Business...................................................................3

Item 2.  Description of Property...................................................................6

Item 3.  Legal Proceeding..........................................................................7

Item 4.  Submission of Matters to a Vote of Security Holders.......................................7


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters..................................8

Item 6.  Management's Discussion and Analysis or Plan of Operations................................8

Item 7.  Financial Statements.....................................................................13

Item 8.  Changes in Disagreements with Accountants on Accounting and Financial Disclosure.........14


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
         with Section 16(a) of the Exchange Act...................................................14

Item 10. Executive Compensation...................................................................14

Item 11. Security Ownership of Certain Beneficial Owners and Management...........................14

Item 12. Certain Relationships and Related Transactions...........................................14

Item 13. Exhibits and Reports on Form 8K..........................................................14
</TABLE>


                                       2
<PAGE>   3



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS


GENERAL

     We were organized under the laws of the State of Nevada in September 1996.
We have engaged in a number of previous businesses, all of which have been sold
or closed in order to concentrate our resources on the development and sales of
our technology and products.

TECHNOLOGY

     In April 1998, we acquired all of the common stock of MAXpc Technologies,
Inc., 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. (MAXpc Technologies, Inc. was merged into the company in
March 2000). Our 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.

         We are marketing the card, as well as other products utilizing the same
technology, under the trade name MAX i.c. Live.

         The i.c.Live Technology is a combination of hardware and software
designed to accelerate video & audio processing. At the core of the hardware is
the i.c.Live Internet Media Processor . More than just a DSP or RISC chip, the
Internet Media Processor is a 72-bit parallel processor with multiple execution
units and an internal 792-bit bus. It is able to execute billions of operations
per second to provide the maximum video and audio quality possible.

         The software is implemented in layers to allow full utilization of the
i.c.Live processor in standard-hardware systems and existing operating systems.
It consists of i.c.Live's own real-time micro-kernel operating system, resource
manager modules, software mediaware modules (that emulate the functionality
normally provided by separate fixed function chips) and interface layer modules
that conform to traditional device driver models. This approach provides the
performance of silicon implementation with the flexibility of software
updateability. Since functionality is provided by software, systems can be
real-time field upgraded to provide new features and functions, substantially
increasing the lifetime of products built incorporating i.c.Live Technology.

         This architecture allows the i.c.Live Technology to: (1) overcome
bottlenecks and limitations normally associated with traditional fixed function
chips and their drivers, (2) offload media processing and real-time-critical
processes from the host processor, allowing utilization of lower cost processors
for highest performance systems and appliances, (3) outperform 32-bit and
yet-to-be released 64-bit processors in existing and new systems, and (4)
deliver the highest quality Internet Video and Audio at a low cost.

INTELLECTUAL PROPERTY

         Chromatic Research of Sunnyvale, California developed the original
MPACT technology, which we have acquired and which has evolved into our i.c.Live
technology and products. In April 1998 we purchased the exclusive rights to any
new MPACT 1 MAX board designs, as well as Chromatic's inventory of partially
completed units and components.

         In March 1999, we licensed the source code (human readable) and object
code (machine readable) of the MPACT technology and thereby acquired the rights
to use and modify them, with all derivative works becoming our exclusive
property free of any further royalties.

         In September 1999, we began production of the MAX3600R card, which is a
new design owned exclusively by us, complete with i.c.Live Mediaware (object
code) drivers.


                                       3
<PAGE>   4

         In February 2000 we purchased the MPACT hardware technology assets,
including the chip designs and development databases, and all of the product
designs and development databases.

         In May 2000, we began production of the i.c.Live video communication
station (VCS), which contains additional exclusive designs and software owned by
us. We will pursue copyright and patent protection for IP assets we currently
possess and develop, and we will continue research and development on new
products.

         We rely on various intellectual property laws and contractual
restrictions to protect our proprietary rights in products and services. These
include confidentiality and nondisclosure agreements with our employees,
contractors, suppliers and strategic partners. Despite these precautions, it may
be possible for a third party to copy or otherwise obtain and use our
intellectual property without our authorization. In addition, we pursue the
registration of our trademarks and service marks in the U.S. and
internationally. However, effective intellectual property protection may not be
available in every country in which our products are made available.

         We also rely on technologies that we license from third parties. These
licenses may not continue to be available to us on commercially reasonable terms
in the future. As a result, we may be required to obtain substitute technology
of lower quality or at greater cost, which could adversely affect our business,
results of operations and financial condition.

         We expect that participants in our markets will be increasingly subject
to infringement claims as the number of services and competitors in our industry
segment grows. Any such claim, with or without merit, could be time-consuming,
result in costly litigation, cause service upgrade delays or require us to enter
into royalty or licensing agreements. Such royalty or licensing agreements might
not be available on terms acceptable to us or at all. As a result, any such
claim of infringement against us could have an adverse effect upon our business,
results of operations and financial condition.

EXISTING PRODUCTS

     Currently, we offer three basic products incorporating the i.c.Live
technology, each intended for a specific target market segment.

         The MAX3600R is targeted for personal computer and information
appliance manufacturers, integrators and value added resellers (VAR). The
MAX3600R is a PCI plug-in card that is compatible with a Pentium-class (166mhz
or faster) host system running a Windows(R) operating system. The MAX3600R card
provides the following features: SVGA Graphics Controller; MPEG-1&2 Decoder with
full DVD support; MPEG-1 encoder; Full Motion Video Capture; H.261/263 video
codec and H.711/723 audio codec; AC97 audio Codec (8 simultaneous play and
record channels), hardware wavetable, digital (AC3) audio; MIDI and telephony
codec (full-duplex Speakerphone with Voice Mail, Caller ID and Distinctive
Ring).

         The MAX3600R is in production and available for sale.

         The MAX i.c.Live VIDEO COMMUNICATION STATION (VCS) is targeted to
resellers, VARs and large end users, and serves as a reference design for
original equipment manufacturer (OEM) relationships. The VCS is an easy-to-use
Internet communications appliance, about the size of a DVD player. The MAX
i.c.Live VCS(TM) allows users to videoconference, send and receive video e-mail,
broadcast live Internet video, surf Internet video and web-sites, and even view
DVD movies. It's on-screen menu and remote control make it easy to use. It's
ability to display output to a television, video projector, or computer monitor
makes it perfect for home or office use.

         The first production run of VCS units is in process, and deliveries are
under way.

         The MAX i.c. Live CHIPKIT is targeted to major OEMs. The ChipKit is a
minimal set of proprietary components necessary to build an i.c.Live technology
based product. It consists of an i.c.Live Internet Media Processor, proprietary
support chips, and one software set license. These are available only to
customers who license an i.c.Live product reference design and commit to a
minimum purchase quantity.


                                       4
<PAGE>   5

RESEARCH AND DEVELOPMENT

         We have invested, and intend to continue to invest, significant
resources in product and technology development. We focus and modify our product
development efforts based on the needs of users and changes in the marketplace.
We are currently focusing our development efforts on improving the hardware and
software offered, including the MAX OS kernel, as well as commercializing our
innovations into new products and product enhancements that are easier to use,
easy to upgrade, and provide greater functionality.

         Our development engineers perform extensive testing of our hardware and
software to ensure it is properly assembled and works as a coherent whole from
the user's perspective. We use industry standard methods of quality assurance
testing to ensure our products are solidly engineered and ready for use by our
customers when shipped.

         We have begun development of a Phase II and Phase III VCS, each of
which should reduce production cost, yet maintain the look, function, and
performance of previous phases. Development includes further hardware and
software integration which could be characterized as 'engineering' as opposed to
'inventing', and could be accelerated by strategic partners. Ultimately, we plan
to develop a Phase IV unit, with the help of a development partner, that will
allow maximum cost reduction. These cost reductions are possible because of the
i.c.Live core technology, which when fully utilized, will need only the most
minimal of support hardware and operating systems.

         We spent approximately $666,000 in the year ended June 30, 2000 for
research and development. Projects included hardware designs of MAX3600R card
and the i.c.Live VCS; updated software drivers for the MAX3600R card; adding
Windows NT support; application and driver software for the VCS; additional
hardware peripherals for the MAX3600R (which plug into the MAX3600R's "VersaBus"
connector), including an analog TV tuner module and a six-camera input module
(these features will be a software and/or module upgrade for the existing
MAX3600R card).

         Projects for the year ending June 2001 are anticipated to include joint
development of the "NetForAll Plus TV" interactive television set-top device, of
which $2,000,000 will be funded by NetForAll, Inc.; cost reduction and
integration for the VCS; a personal computer (PC) motherboard with integrated
i.c.Live technology; HDTV / DVB tuner module; continued software development for
additional video and audio processing functionalities and support for Windows NT
and Windows 2000; plus support for alternative and embedded operating systems
for PC's and internet appliances.

STRATEGIC ALLIANCES

         In August 2000, NetForAll, Inc. signed a three year joint development
with us to create a consumer Interactive Television device which will offer
Video On Demand (VOD), DVD movies, eCommerce, Internet browsing with video
streaming, and advanced features like Video Phone and Video E-mail.

         The interactive television set-top device, NetForAll Plus, will employ
the MAX i.c.Live licensed technology on an integrated motherboard along with
additional licensed software. Upon completion of the development, NetForAll,
Inc. irrevocably commits to purchase a minimum of 100,000 units during the first
12 months. Also, NetForAll, Inc. agrees to purchase an additional 400,000 units
during the same 12-month period, and each contract year thereafter, to maintain
exclusivity on the South American Continent, Central America, Mexico, and the
Caribbean. The first $2,000,000 of development costs will be funded by
NetForAll, Inc. in the form of purchases of our common stock. Thereafter, we and
NetForAll, Inc. will devote resources and personnel to further developing the
NetForAll Plus product.


                                       5
<PAGE>   6

COMPETITION

         Competition in the industry is extremely high, and new developments and
products are offered regularly. Many of our 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, we believe we can successfully compete
because our board fulfills functions that no other single board can achieve.

GROWTH STRATEGY

         We are a technology company with limited marketing funds, but we
have the most cost effective technology for processing two way full motion video
communications over the Internet. Our immediate focus for growth is on creating
strategic alliances with those companies associated with broadband deployment,
which is expected to be explosive in the short term future. Creating marketing
partnerships with these PC and Internet appliance manufacturers and Telcos will
place us in the middle of large scale broadband deployment. We also focus our
sales and marketing efforts toward direct sales to these groups, plus other
large end users.

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

     We employ a total of 56 full-time persons in our company and its
subsidiaries. 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

         Our 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. We have 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.

         Our 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 $2,625 through
July 2001 and $2,812 through July 2002, the end of the lease term.

         We also lease space for sales offices in Frankfurt, Germany and Rio de
Janeiro, Brazil, as well as warehouse space in Rio. Each of these leases is
short-term in nature.

         All of our properties are covered by property and casualty insurance
which we believe to be adequate.


                                       6
<PAGE>   7


ITEM 3.  LEGAL PROCEEDINGS

         On various dates between August 1, 2000 and September 14, 2000, the
Company, and certain of its officers and directors, were named as defendants in
the following lawsuits which were filed in the U. S. District Court for the
Northern District of Texas, Dallas Division: Douglas Haack, et al. v. Max
Internet Communications, Inc., Lawrence R. Biggs, Jr., Donald G. McLellan and
Leslie D. Crone; CA# 3-00CV-1662; Leonard J. Bartello, et al. v. Max Internet
Communications, Inc., Harold L. Clark, Lawrence R. Biggs, Jr. and Leslie D.
Crone; CA# 3-00CV-1719-L; Gunter Huls, et al. v. Max Internet Communications,
Inc., Lawrence R. Biggs, Jr., Donald G. McLellan and Leslie D. Crone; CA#
3-00CV-1724-R; Congregation Mitzva Meals, Inc., et al. v. Max Internet
Communications, Inc., Lawrence R. Biggs, Jr., Donald G. McLellan and Leslie D.
Crone; CA# 3-00CV-1741-L; Jay Patel, et al. v. Max Internet Communications,
Inc., Lawrence R. Biggs, Jr., Donald G. McLellan and Leslie D. Crone; CA#
3-00CV1747-H; Carolyn Dennis, et al. v. Max Internet Communications, Inc.,
Harold L. Clark; Lawrence R. Biggs, Jr. and Leslie D. Crone; CA# 3-00CV1785-H;
Robert Van Dyke, et al. v. Max Internet Communications, Inc., Harold L. Clark;
Lawrence R. Biggs, Jr. and Leslie D. Crone; CA# 3-00CV1814-M; Glen Strathearn,
et al. v. Max Internet Communications, Inc., Harold L. Clark; Lawrence R. Biggs,
Jr. and Leslie D. Crone; CA# 3-00CV1853-R; and Marian Dunn, et al. V. Max
Internet Communications, Inc., Harold L. Clark; Lawrence R. Biggs, Jr. and
Leslie D. Crone; CA# 3-00CV2016-D.

         In these purported class action lawsuits, plaintiffs allege that they
and other similarly situated investors purchased common stock of the Company at
artificially inflated prices due to false and misleading disclosures by the
Company concerning its sales revenue for the quarterly financial reporting
periods ending September 30, 1999 and December 31, 1999. Plaintiffs allege that
the Company's false and misleading disclosures violated Sections 10(b) of 20(a)
of the Securities Exchange Act of 1934.

         The plaintiffs seek to represent persons or entities who purchased the
Company's common stock between November 15, 1999 and May 12, 2000. On the latter
date, the Company announced that it was restating earnings for the two prior
quarters due principally to the booking of sales in reliance upon documentation
that was later found to be falsified. Plaintiffs seek an unspecified amount of
damages, together with prejudgment interest, attorneys fees and other costs of
suit.

         These lawsuits are expected to be consolidated, and that after
selection of plaintiff representatives and appointment of counsel to represent
the purported class, a consolidated amended complaint will be filed. The Company
intends to vigorously defend itself against these allegations.

         We have been notified by the staff of the Nasdaq Listing Qualifications
Department that our securities have been subject to Nasdaq delisting procedures.
Pursuant to Nasdaq procedure, we will appeal the staff's decision and have
requested a hearing before the Nasdaq Listing Qualifications Panel. A hearing is
scheduled for October 19, 2000 as to the company's appeal.

         We are engaged from time to time in routine legal proceedings, none of
which was material to our operations on the date hereof.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


                                       7
<PAGE>   8

                                     PART II


ITEM 5.  MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

     The company's common stock is traded on the Nasdaq Small Cap Market under
     the symbol MXIP. The following table shows the price range of the company's
     common stock from July 1, 1998 through September 30, 2000.

<TABLE>
<CAPTION>
                                     BID                   ASK
     QUARTER ENDED            HIGH        LOW       HIGH        LOW
     -------------            ----        ---       ----        ---
<S>                           <C>         <C>       <C>         <C>
     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
     9-30-99                  5-1/4       3-3/8     5-5/16      3-9/16
     12-31-99                 8-1/2       3-5/16    9           3-1/2
     3-31-00                  28          6-9/16    28-1/8      6-11/16
     6-30-00                  10-5/8      1-7/8     12          2-5/8
     9-30-00                  5-5/32      5/8       8-1/8       7/8
</TABLE>

     HOLDERS

              As of June 30, 2000, there were 197 record holders of the
     company's common stock and three (3) holders of the company's Series A
     Preferred Stock and four (4) holders of the company's Series C 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

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

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

              We continue to look for additional software applications which may
     be integrated into the card, and believe some of these will give rise to
     the availability of patent protection. We will continue research and
     development in this regard.

              During the year ended June 30, 2000, we formed two new
     subsidiaries, both of which are 100% owned. MAX Internet Communications
     Deutschland GmbH was incorporated in Frankfurt, Germany on August 4, 1999,
     and MAX Internet Communications do Brasil Ltda was formed in Rio de
     Janeiro, Brazil on September 14, 1999. Both of these companies sell and
     service the MAX i.c. Live products in their respective regions, as well as
     other products we may develop.


                                       8
<PAGE>   9

              We 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. Each of these businesses was sold in
     the year ended June 30, 1999, to allow us to concentrate our resources on
     selling and further developing the MAX i.c. Live line of products.

     SELECTED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
            YEAR ENDED JUNE 30,
            -------------------
                                                 2000            1999
                                                 ----            ----
<S>                                         <C>             <C>
     STATEMENT OF OPERATIONS DATA:

          Net Sales                         $    548,033    $   397,989

          Gross Profit (loss)               $ (5,731,400)   $   212,754

          Operating Loss                    $(18,450,546)   $(3,865,170)

          Loss from continuing operations   $(18,346,699)   $(3,865,677)

          Net loss                          $(18,346,699)   $(5,360,655)

          Loss per share from
               Continuing operations        $      (1.12)   $      (.44)

          Net loss per share                $      (1.12)   $      (.60)
</TABLE>

<TABLE>
<CAPTION>
                                            JUNE 30, 2000   JUNE 30, 1999
                                            -------------   -------------
<S>                                         <C>             <C>
          BALANCE SHEET DATA:

          Total assets                       $11,121,962     $10,665,647

          Working capital                    $ 5,156,785     $ 8,734,663

          Total liabilities                  $ 4,214,776     $   902,153

          Stockholders' equity               $ 4,470,090     $ 9,763,494
</TABLE>

          RESULTS OF OPERATIONS

          YEAR ENDED JUNE 30, 2000 COMPARED TO YEAR ENDED JUNE 30, 1999

     Net Sales

          Net sales from continuing operations were $548,033 for the year ended
     June 30, 2000, an increase of $150,044 over the $397,989 for the year ended
     June 30, 1999. During most of the year ended June 30, 2000 our marketing
     focus was on selling through the distribution channels to value added
     resellers and original equipment manufacturers. It became apparent that the
     market for our products was not yet established enough to sell in this way,
     as the MAX i.c. Live 3600 and our information appliance, the MAX i.c. Live
     Video Communication Station (VCS) are both revolutionary new products. In
     addition, they require broadband internet access to achieve the highest
     quality video, which often means a third party broadband provider must be
     brought into the sale negotiations in order to be successful. Due to the
     relative lack of sales, we have adjusted our sales and marketing focus
     directly to internet


                                       9
<PAGE>   10

     appliance manufacturers, telephone companies, broadband providers, original
     equipment manufacturers and significant end users, and away from the
     distribution channels.

          We continue to be optimistic regarding the prospects of future sales.
     To date we have negotiated a development and sales contract with a customer
     under which they will provide development funds through the purchase of our
     common stock. At the end of the development period, they have irrevocably
     committed to purchase 100,000 units of the developed product during the
     first 12 months, and have agreed to purchase an additional 400,000 units in
     order to maintain exclusivity in a defined territory. Other sales
     negotiations are in process, and we are optimistic that some of these will
     come to fruition and generate net sales in the future.

     Cost of Sales

          Cost of sales were $438,253 for the year ended June 30, 2000, an
     increase of $253,018 over the $185,235 for the year ended June 30, 1999.
     Cost of sales consists primarily of the cost of the MAX i.c. Live cards and
     cameras, plus the cost of royalties relating to third party software
     included in our products, media, manuals, and shipping. Cost of sales as a
     percentage of sales increased to 80% for the year ended June 30, 2000 from
     47% for the year ended June 30, 1999. This was primarily due to promotional
     pricing given to certain customers during the year ended June 30, 2000 in
     an effort to increase sales.

     Write-Off of Inventory

          We have written our inventory down. See "-- Liquidity."

     Selling, General and Administrative Expenses

          Selling, general and administrative expenses increased 176% to
     $10,798,896 for the year ended June 30, 2000 from $3,909,174 for the year
     ended June 30, 1999. This increase in costs is a result of a number of
     factors, including:

       -  The hiring of a significant number of sales and development personnel
          during the year ended June 30, 2000;

       -  The opening and maintaining of subsidiary offices in Germany and
          Brazil during the current year;

       -  Research and development spending which amounted to approximately
          $666,000 in the year ended June 30, 2000, an increase of $662,000 as
          compared to the approximately $4,000 incurred in the year ended June
          30, 1999.

       -  Advertising and marketing expenses in the approximate amount of
          $2,206,000 in the year ended June 30, 2000, an increase of $1,451,000
          as compared to the approximately $755,000 in the year ended June 30,
          1999. The increases in these expenses were in the areas of public
          relations and advertising company fees, print ads, brochures and trade
          shows.

     Interest Income and Expense

          The interest income of $117,574 and $76,464 for the years ended June
     30, 2000 and 1999, respectively, was earned on the available cash balances
     we have invested in money market funds.

          The interest expense of $76,971 for the year ended June 30, 1999 was
     incurred primarily on convertible debentures. This debt has been fully
     converted to common stock as of November 1998, and no further interest is
     payable. The interest expense for the year ended June 30, 2000 was not
     significant.

     Income Taxes

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

     Discontinued Operations

          On September 30, 1998, we sold the stock of Home Business Group Inc.
     (HBG) to it'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, we closed AmeraPress, Inc., 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.


                                       10
<PAGE>   11


          Effective February 19, 1999, we closed Voxcom Systems, Inc., 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. Voxcom Systems, Inc. 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.

     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 an evaluation
     basis.

     Selling, General and Administrative Expenses

          Selling, general and administrative expenses increased 190% to
     $4,077,924 for the year ended June 30, 1999 from $1,407,654 for the year
     ended June 30, 1998. This increase was 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 increased overhead expenses which have been incurred.

     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 was 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

               At June 30, 2000, we had approximately $12,000,000 in inventory,
     at cost, consisting primarily of finished goods.

               The majority of this inventory was purchased in response to
     expected sales in South America in the second and third quarters of the
     year. These sales have not been consummated. As a result, we have a large
     proportion of our working capital resources invested in inventories,
     especially when viewed in relation to the level of sales which have been
     realized to date.

         We have closely reviewed the valuation of the inventories at June 30,
     2000 and have determined that a writedown of the inventory should be taken
     at this date. Substantive discussions are currently underway with a variety
     of customers, and we are confident that sales will be consummated with one
     or more of these customers for cards at sales prices which will be in
     excess of our cost. However, while we are confident sales will occur, there
     can be no assurance that this will be the case.

         Therefore, we have written the inventory down to $6,481,555, which is
     an amount we determined based on our current assessment of market
     conditions, current sales prospects in negotiation, and contracts we have
     in place.


                                       11
<PAGE>   12

              Cash and cash equivalents decreased $6,020,553 in the year ended
     June 30, 2000. Net cash used in operating activities for the period was
     $18,597,822. This cash used in operating activities primarily consisted of
     increases in inventories of $11,003,168 and prepaid expenses of $690,840;
     offset by an increase in accounts payable and accrued expenses of
     $3,162,618. We have increased inventories in part because of the need to
     purchase certain components well in advance of the scheduled production
     date, due to competition for these parts. In addition, we purchase a
     portion of our inventory based on a production schedule in order to
     maintain our production capacity with the manufacturer. Most of this
     purchasing is done in response to expected sales in South America as
     detailed above. Because of these purchases of inventories, without
     corresponding increases in sales, we have raised additional equity
     financing in the form of sales of common and preferred stock. Cash used in
     investing activities consisted of $412,975 in purchases of property and
     equipment, $500,000 in purchases of technology and $198,865 in software
     development costs incurred. Financing activities generated $13,689,534,
     consisting primarily of sales of common and preferred stock.

               Working capital at June 30, 2000 decreased by 41% to $5,156,785
     from $8,734,663 at June 30, 1999. This was due primarily to the cash
     received from the sales of common and preferred stock, offset by the losses
     of the company during that period.

               Due to net operating losses, the purchase of inventories, the
     selling of product on terms to customers, and the lack of significant sales
     to date, we may need additional financing in the future. There is no
     assurance we will be successful in future fundraising efforts.

               Delisting of the Company's common stock could result in the
     Series C preferred stock and an adjustable stock warrant becoming due and
     payable pursuant to redemption rights and put rights.  If the rights were
     exercised by the holders, the Company would be required to pay
     approximately $6,000,000 for the Series C preferred stock and approximately
     $3,400,000 for the adjustable stock warrant.

     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.



                                       12
<PAGE>   13


ITEM 7.  FINANCIAL STATEMENTS

<TABLE>
<S>                                                                                       <C>
     INDEX TO FINANCIAL STATEMENTS

     Report of Independent Certified Public Accountants                                   F-1

     Consolidated Balance Sheets as of June 30, 1999 and 2000                             F-2

     Consolidated Statements of Operations for the years ended June 30, 1999 and 2000     F-3

     Consolidated Statement of Stockholders' Equity (Deficit) for the years ended
     June 30, 1999 and 2000                                                               F-4

     Consolidated Statements of Cash Flows for the years ended June 30, 1999 and 2000     F-6

     Notes to Consolidated Financial Statements                                           F-8
</TABLE>


                                       13
<PAGE>   14

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Max Internet Communications, Inc.


We have audited the accompanying consolidated balance sheets of Max Internet
Communications, Inc. as of June 30, 2000 and 1999, and the related consolidated
statements of operations, stockholders' equity 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 auditing standards generally accepted
in the United States of America. 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 Max Internet
Communications, Inc. as of June 30, 2000 and 1999, and the consolidated results
of their operations and their consolidated cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note C to the
financial statements, the Company has experienced continuing operating losses
and negative cash flows. Its continued existence is dependent upon the
successful acceptance and sale of its products or obtaining additional capital,
neither of which is assured. These matters raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


GRANT THORNTON LLP

Dallas, Texas
August 18, 2000 (except for the first
                paragraph of Note L,
                as to which the date is
                September 25, 2000)


                                      F-1
<PAGE>   15


                        MAX INTERNET COMMUNICATIONS, INC.

                           CONSOLIDATED BALANCE SHEETS

                                    June 30,


<TABLE>
<CAPTION>
                               ASSETS                                        2000              1999
                                                                         ------------      ------------
<S>                                                                      <C>               <C>
CURRENT ASSETS
    Cash and cash equivalents                                            $  2,116,032      $  8,136,585
    Accounts receivable - trade, net of allowance for doubtful
       accounts of $136,123 and $30,000 at June 30, 2000
       and 1999, respectively                                                  48,820           169,217
    Inventories                                                             6,481,555         1,286,539
    Prepaid expenses                                                          725,154            44,475
                                                                         ------------      ------------

                  TOTAL CURRENT ASSETS                                      9,371,561         9,636,816

PROPERTY AND EQUIPMENT, AT COST
    Machinery and equipment                                                   489,808            87,830
    Furnishings                                                                76,631            67,634
                                                                         ------------      ------------
                                                                              566,439           155,464
    Less accumulated depreciation                                            (135,960)          (27,969)
                                                                         ------------      ------------
                                                                              430,479           127,495

OTHER ASSETS                                                                1,319,922           901,336
                                                                         ------------      ------------

                                                                         $ 11,121,962      $ 10,665,647
                                                                         ============      ============

      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable - trade                                             $  3,506,544      $    113,356
    Accrued expenses                                                          558,232           788,797
    Advance from director                                                     150,000                --
                                                                         ------------      ------------

                  TOTAL CURRENT LIABILITIES                                 4,214,776           902,153

REDEEMABLE PREFERRED STOCK, NET OF UNAMORTIZED
    DISCOUNT OF $2,062,904                                                  2,437,096                --

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
    Common stock, $.0001 par value; authorized, 50,000,000 shares;
       issued, 17,734,242 and 15,772,823 at June 30, 2000 and 1999,
       respectively                                                             1,773             1,577
    Additional paid-in capital                                             30,912,603        17,693,743
    Accumulated deficit                                                   (34,262,393)      (15,719,326)
    Accumulated other comprehensive income                                     30,607                --
                                                                         ------------      ------------
                                                                            4,682,590         9,975,994
    Less 200,000 shares of common stock in treasury - at cost                (212,500)         (212,500)
                                                                         ------------      ------------
                                                                            4,470,090         9,763,494
                                                                         ------------      ------------

                                                                         $ 11,121,962      $ 10,665,647
                                                                         ============      ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       F-2
<PAGE>   16


                        MAX INTERNET COMMUNICATIONS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                              Years ended June 30,



<TABLE>
<CAPTION>
                                                                    2000              1999
                                                                ------------      ------------
<S>                                                             <C>               <C>
Net sales                                                       $    548,033      $    397,989
Cost of sales                                                       (438,253)         (185,235)
Write-off of inventory                                            (5,841,180)               --
                                                                ------------      ------------

                  Gross profit (loss)                             (5,731,400)          212,754

Selling, general and administrative expenses                      10,798,896         3,909,174
Stock-based compensation and other stock-based expenses            1,920,250           168,750
                                                                ------------      ------------
                                                                  12,719,146         4,077,924
                                                                ------------      ------------
                  Operating loss                                 (18,450,546)       (3,865,170)

Interest income                                                     (117,574)          (76,464)
Interest expense                                                      13,727            76,971
                                                                ------------      ------------

                  Loss from continuing operations                (18,346,699)       (3,865,677)

Discontinued operations
    Loss from operations                                                  --        (2,475,217)
    Gain on disposal                                                      --           980,239
                                                                ------------      ------------
                                                                          --        (1,494,978)
                                                                ------------      ------------

                  Net loss                                       (18,346,699)       (5,360,655)

Dividends on preferred stock                                        (196,368)         (133,660)
                                                                ------------      ------------

                  Net loss allocable to common stockholders     $(18,543,067)     $ (5,494,315)
                                                                ============      ============

Loss per share - basic and diluted
    Continuing operations                                       $      (1.12)     $       (.44)
    Discontinued operations                                               --              (.16)
                                                                ------------      ------------

                  Net loss                                      $      (1.12)     $       (.60)
                                                                ============      ============

Weighted average shares outstanding                               16,608,496         9,099,295
                                                                ============      ============
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       F-3
<PAGE>   17


                        MAX INTERNET COMMUNICATIONS, INC.

            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                       Years ended June 30, 2000 and 1999

<TABLE>
<CAPTION>

                                                                    Series A                    Series B
                                        Common stock             Preferred stock             Preferred stock            Additional
                                    ---------------------     ---------------------     ------------------------         paid-in
                                      Shares       Amount     Shares       Amount        Shares         Amount           capital
                                    --------       ------     ------     ----------     --------      ----------       -----------
<S>                                 <C>            <C>        <C>        <C>            <C>           <C>              <C>
Balances at July 1, 1998             6,085,772     $  609     80,000     $8,000,000      350,000      $ 3,500,000      $  1,479,691

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

Sales of common stock                7,644,000        764         --             --           --               --        12,800,936

Conversion of debentures,
    including interest                 364,427         37         --             --           --               --           403,095

Dividends on Series B preferred
    stock
       Paid in common stock            113,697         11         --             --           --               --            91,695
       Paid in cash                         --         --         --             --           --               --                --

Conversion of preferred stock          547,201         55         --             --      (34,000)        (340,000)          339,945

Redemption of preferred stock               --         --         --             --     (316,000)      (3,160,000)         (632,000)

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

Exercise of Class A Warrants           412,226         41         --             --           --               --         1,648,863

Redemption of Class B Warrants              --         --         --             --           --               --            (1,608)

Exercise of stock options              455,500         45         --             --           --               --         1,154,391

Shares and stock options issued
    in exchange for services           150,000         15         --             --           --               --           168,735

Stock options issued in
    connection with sale
    of subsidiary                           --         --         --             --           --               --           240,000
                                    ----------      -----     ------      ---------    ---------     ------------        ----------
Balances at June 30, 1999           15,772,823      1,577     80,000      8,000,000           --               --        17,693,743

<CAPTION>
                                                      Accumulated
                                                         other
                                     Accumulated     comprehensive      Treasury
                                       deficit           income           stock           Total
                                     ------------    --------------     ---------      -----------
<S>                                  <C>             <C>                <C>               <C>
Balances at July 1, 1998             $(10,225,011)     $      --        $      --      $  2,755,289

Net loss for the year                  (5,360,655)            --               --        (5,360,655)

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

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

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

Conversion of preferred stock                  --             --               --                --

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

Acquisition of 200,000 shares
    of common stock for the
    treasury                                   --             --         (212,500)         (212,500)

Exercise of Class A Warrants                   --             --               --         1,648,904

Redemption of Class B Warrants                 --             --               --            (1,608)

Exercise of stock options                      --             --               --         1,154,436

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

Stock options issued in
    connection with sale
    of subsidiary                              --             --               --           240,000
                                     ------------     ----------        ---------        ----------
Balances at June 30, 1999             (15,719,326)            --         (212,500)        9,763,494
</TABLE>


                                      F-4
<PAGE>   18

                        MAX INTERNET COMMUNICATIONS, INC.

      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - CONTINUED

                       Years ended June 30, 2000 and 1999

<TABLE>
<CAPTION>

                                                                      Series A                Series B
                                            Common stock            Preferred stock        Preferred stock       Additional
                                       ---------------------     ---------------------     ----------------         paid-in
                                        Shares        Amount     Shares       Amount       Shares     Amount        capital
                                       ----------     ------     ------     ----------     ------     ------     -----------
<S>                                    <C>            <C>        <C>        <C>            <C>        <C>         <C>
Comprehensive loss
    Net loss for the year                      --     $   --         --     $       --         --     $   --     $        --
    Other comprehensive income
        Foreign currency
            translation adjustment             --         --         --             --         --         --              --
                Total

Discount on sale of redeemable
    preferred stock                                       --         --             --         --         --       1,792,410

Beneficial conversion feature on
    Series C preferred stock                   --         --         --             --         --         --         171,862

Amortization of discount on Series
    C Preferred Stock                          --         --         --             --         --         --              --

Exercise of Class A Warrants              729,146         73         --             --         --         --       2,916,511

Sales of common stock                   1,112,273        111         --             --         --         --       6,376,589

Exercise of stock options                  55,000          5         --             --         --         --          41,245

Stock-based compensation
    and other stock-based
    expenses                               65,000          7         --             --         --         --       1,920,243
                                       ----------     ------     ------     ----------     ------     ------     -----------
Balances at June 30, 2000              17,734,242     $1,773     80,000     $8,000,000         --     $   --     $30,912,603
                                       ==========     ======     ======     ==========     ======     ======     ===========
<CAPTION>
                                                         Accumulated
                                                            other
                                        Accumulated     comprehensive      Treasury
                                          deficit           income           stock           Total
                                       -------------    -------------      ---------      -----------
<S>                                    <C>              <C>                <C>            <C>

Comprehensive loss
    Net loss for the year              $(18,346,699)       $    --         $      --      $(18,346,699)
    Other comprehensive income
        Foreign currency
            translation adjustment               --         30,607                --            30,607
                                                                                          ------------
                Total                                                                     (18,316,092)

Discount on sale of redeemable
    preferred stock                              --             --                --         1,792,410

Beneficial conversion feature on
    Series C preferred stock               (171,862)            --                --                --

Amortization of discount on Series
    C Preferred Stock                       (24,506)            --                --           (24,506)

Exercise of Class A Warrants                     --             --                --         2,916,584

Sales of common stock                            --             --                --         6,376,700

Exercise of stock options                        --             --                --            41,250

Stock-based compensation
    and other stock-based
    expenses                                     --             --                --         1,920,250
                                       ------------        -------         ---------      ------------
Balances at June 30, 2000              $(34,262,393)       $30,607         $(212,500)     $  4,470,090
                                       ============        =======         =========      ============
</TABLE>


         The accompanying notes are an integral part of this statement.


                                      F-5
<PAGE>   19


                        MAX INTERNET COMMUNICATIONS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                              Years ended June 30,



<TABLE>
<CAPTION>
                                                                        2000            1999
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Cash flows from operating activities
    Net loss                                                        $(18,346,699)   $ (5,360,655)
    Loss from discontinued operations                                         --       1,494,978
    Adjustments to reconcile net loss to net cash
       used by continuing operations
          Depreciation and amortization                                  396,081         613,156
          Stock-based compensation and other stock-based expenses      1,920,250         168,750
          Write-off of inventory                                       5,841,180              --
          Change in operating assets and liabilities
                Prepaid expenses                                        (690,840)        (41,350)
                Accounts receivable                                      120,397        (166,151)
                Inventories                                          (11,003,168)       (863,289)
                Other assets                                               2,359        (126,000)
                Accounts payable and accrued expenses                  3,162,618         252,263
                                                                    ------------    ------------

                 Net cash used in continuing operations              (18,597,822)     (4,028,298)

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

                 Net cash used in operating activities               (18,597,822)     (5,087,037)

Cash flows from investing activities
    Purchase of property and equipment                                  (412,975)       (119,947)
    Purchase of technology                                              (500,000)       (200,000)
    Software development costs                                          (198,865)             --
                                                                    ------------    ------------

                 Net cash used by investing activities                (1,111,840)       (319,947)

Cash flows from financing activities
    Advance from director                                                150,000              --
    Sales of common stock                                              9,334,534      15,605,040
    Redemption of preferred stock                                             --      (3,792,000)
    Sale of preferred stock                                            4,205,000              --
    Redemption of class B warrants                                            --          (1,608)
    Dividends paid - preferred stock                                          --         (41,954)
                                                                    ------------    ------------

                 Net cash provided by financing activities            13,689,534      11,769,478
                                                                    ------------    ------------

Net increase in cash and cash equivalents                             (6,020,128)      6,362,494

Effect of exchange rate changes on cash                                     (425)             --

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

Cash and cash equivalents at end of year                            $  2,116,032    $  8,136,585
                                                                    ============    ============
</TABLE>

                                      F-6
<PAGE>   20
\

                        MAX INTERNET COMMUNICATIONS, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                              Years ended June 30,



<TABLE>
<CAPTION>
                                                                         2000           1999
                                                                    ------------    ------------
<S>                                                                 <C>            <C>
Noncash financing and investing activities:

    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

Cash payments for:
    Interest                                                              13,727            506
</TABLE>


        The accompanying notes are an integral part of these statements.


                                      F-7
<PAGE>   21


                        MAX INTERNET COMMUNICATIONS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             June 30, 2000 and 1999



NOTE A - BASIS OF PRESENTATION

     The accompanying financial statements include the accounts of Max Internet
     Communications, Inc. and its subsidiaries, Max Internet Communications do
     Brasil Ltda. and Max Internet Communications Deutschland GMBH collectively,
     the "Company." Voxcom Systems, Inc., AmeraPress, Inc., and Home Business
     Group, Inc., former subsidiaries, were sold during fiscal 1999. See Note D.


NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

     Business

     The Company assembles, through contractors, and markets a PC Internet Media
     Processor Card, the MAX i.c. Live 3600, an information appliance, the MAX
     i.c. Live Video Communication Station and the related Chip Kit.

     Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of
     the Company and its subsidiaries. All significant intercompany balances and
     transactions have been eliminated in consolidation.

     Advertising Costs

     The Company charges advertising costs to expense when incurred. Advertising
     costs for the years ended June 30, 2000 and 1999 were approximately
     $2,206,000 and $365,000, 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. During the year ended June 30, 2000, the Company wrote inventories
     down by approximately $5,800,000 due to quantities in excess of current
     anticipated demand.

     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 five to seven
     years.


                                      F-8
<PAGE>   22


                        MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999




NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     Revenue Recognition

     Sales are recorded when products are shipped.

     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 preferred stock, had been issued or
     converted. For all periods presented, there was no dilutive effect from
     these securities.

     Fair Value of Financial Instruments

     The Company's financial instruments consist of cash and cash equivalents
     for which the fair value approximates the carrying value.

     Stock-Based Compensation

     The Company accounts for stock-based compensation to employees using the
     intrinsic value method. Accordingly, compensation cost for stock options is
     measured as the excess, if any, of the quoted market price of the Company's
     stock at the date of the grant over the amount an employee must pay to
     acquire the stock.

     Software Development Costs

     The Company capitalizes software development costs incurred from the time
     technological feasibility of the software is established until the software
     is ready for use in its products. Research and development costs related to
     software development are expensed as incurred. The capitalized costs relate
     to software which will become an integral part of the Company's revenue
     producing products and are amortized in relation to expected revenues from
     the product or a maximum of five years, whichever is greater. The carrying
     value of software development costs is regularly reviewed by the Company,
     and a loss is recognized when the net realizable value by product falls
     below the unamortized cost.

     Currency Translation

     Translation adjustments to the financial statements of foreign subsidiaries
     are reflected in the consolidated financial statements as a component of
     other comprehensive loss.


                                      F-9
<PAGE>   23


                        MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999


NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     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.

     Reclassifications

     Certain reclassifications have been made to prior years financial
     statements to conform with the 2000 presentation.

NOTE C - GOING CONCERN MATTERS

     The accompanying financial statements have been prepared in conformity with
     accounting principles generally accepted in the United States of America,
     which contemplate continuation of the Company as a going concern. However,
     the Company has sustained significant operating losses and negative cash
     flows from operations in 2000 and 1999. Achievement of operating income or
     positive cash flow from operations is uncertain. Additionally, the Company
     has been notified that NASDAQ has begun delisting procedures of the
     Company's common stock. Although the Company is appealing the decision,
     delisting of the Company's common stock could result in the Series C
     preferred stock and an adjustable stock warrant becoming due and payable
     pursuant to redemption rights and put rights (see Notes H and M). If the
     rights were exercised by the holders, the Company would be required to pay
     approximately $6,000,000 for the Series C preferred stock and approximately
     $3,400,000 for the adjustable stock warrant.

     Recoverability of a major portion of the recorded asset amounts shown in
     the accompanying balance sheet is dependent on continued operations. The
     Company believes that it has or can obtain the financial resources
     sufficient to meet its needs for working capital through at least fiscal
     2001 based upon (1) current business prospects, (2) actions to control
     spending, (3) the ability to establish license and development agreements,
     and (4) raising additional funds through public or private equity
     financings.

     There can be no assurance, however, that the underlying assumptions and
     projections will be realized and that the Company will be successful in its
     operations. The financial statements do not include any adjustments that
     might result from the unfavorable outcome of this uncertainty.

NOTE D - 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.

     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 for the year ended June
     30, 1999 is presented below.

<TABLE>
<S>                              <C>
    Revenues                     $ 4,456,000
    Cost and expenses             (6,931,217)
                                 -----------
    Net loss                     $(2,475,217)
                                 ===========
</TABLE>


                                      F-10
<PAGE>   24


                        MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999


NOTE E - OTHER ASSETS

     Other assets consist of the following:

<TABLE>
<CAPTION>
                                                                        June 30,
                                                                 -----------------------
                                                                    2000         1999
                                                                 ----------   ----------
<S>                                                              <C>          <C>
         Deposits                                                $   25,494   $   37,341
         Purchased technology, net of accumulated amortization
            of $249,260 and $95,759 at June 30, 2000 and 1999,
            respectively                                          1,059,313      695,241
         Software development costs                                 198,865           --
         Consulting agreement                                            --      114,587
         Licenses, net of accumulated amortization
            of $8,750 and $1,250 at June 30, 2000 and 1999,
            respectively                                             36,250       43,750
         Other                                                           --       10,417
                                                                 ----------   ----------
                                                                 $1,319,922   $  901,336
                                                                 ==========   ==========
</TABLE>


NOTE F - LEASE COMMITMENTS

     The Company leases office and warehouse space and equipment under various
     noncancellable lease agreements. Total rent expense was approximately
     $352,000 and $304,000 for the years ended June 30, 2000 and 1999,
     respectively. As of June 30, 2000, the future minimum rental payments are
     as follows:

<TABLE>
<CAPTION>
    Year ending
     June 30,
    -----------
<S>                                <C>
       2001                        $  367,285
       2002                           333,134
       2003                           272,521
       2004                            28,845
                                   ----------
                                   $1,001,785
                                   ==========
</TABLE>


                                      F-11
<PAGE>   25


                        MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999


NOTE G - INCOME TAXES

     Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                  June 30,
                                                        ----------------------------
                                                            2000            1999
                                                        ------------    ------------
<S>                                                     <C>             <C>
         Deferred tax assets (liabilities)
            Inventories                                 $  2,096,856    $         --
            Accounts receivable                               54,980              --
            Accrued expenses                                  82,861         244,614
            Property and equipment                           (16,845)        (17,760)
            Net operating loss carryforward               10,447,320       5,613,821
                                                        ------------    ------------
                                                          12,665,172       5,840,675
         Valuation allowance                             (12,665,172)     (5,840,675)
                                                        ------------    ------------
         Net deferred tax assets                        $         --    $         --
                                                        ============    ============
</TABLE>

     The Company has provided a valuation allowance against deferred tax assets
     because their recovery is uncertain. The net operating loss carryforward
     and valuation allowance as of June 30, 1999 have been increased by
     approximately $3,260,000 from that previously reported, based on a
     re-determination of amounts deductible for tax purposes. Following is a
     reconciliation of income taxes at the federal statutory rate to income tax
     expense:


<TABLE>
<CAPTION>
                                                                          June 30,
                                                                 --------------------------
                                                                    2000           1999
                                                                 -----------    -----------
<S>                                                              <C>             <C>
         Tax benefit at statutory rate - continuing operations   $ 6,237,878    $ 1,314,330
         Losses for which a benefit was not recorded              (6,237,878)    (1,314,330)
                                                                 -----------    -----------
         Income tax benefit - continuing operations              $        --    $        --
                                                                 ===========    ===========
</TABLE>

     At June 30, 2000, the Company had Federal and foreign net operating loss
     carryforwards of approximately $25,900,000 and $1,600,000, respectively.
     The Federal net operating loss carryforwards expire from 2013 through 2020.
     The foreign net operating loss carryforwards do not expire.


                                      F-12
<PAGE>   26


                        MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999



NOTE H - REDEEMABLE PREFERRED STOCK

     In June 2000, the Company issued 45,000 shares of Series C preferred stock
     (Series C) and stock purchase warrants for $4.5 million. An additional
     15,000 shares of Series C and stock purchase warrants were issued for $1.5
     million in July 2000. The Series C has a par value of $.0001 per share, no
     voting rights, and a liquidation value of $100 per share. The Series C is
     convertible into common stock at the lesser of $3.3171875 per share or 85%
     of the ten lowest closing bid prices during the twenty-two trading days
     preceding conversion. If certain conditions are met, the Company may redeem
     the Series C for 120% of the stated value of $100 per share plus any
     amounts of dividends accrued or in arrears. Dividends are 6% cumulative and
     are payable quarterly in cash or stock purchase warrants at the option of
     the Company. All shares of Series C not previously converted or redeemed
     will automatically be converted into common stock, at the fifth anniversary
     from date of issue.

     The Series C is subject to mandatory redemption based on the occurrence of
     certain triggering events, which include, among others, delisting of the
     Company's common stock from a national stock market.

     In connection with the issuance of the aforementioned Series C, the Company
     issued stock purchase warrants, exercisable at date of issue, as follows:

     (1)  Warrants covering 441,326 shares of common stock, at exercise prices
          ranging from $3.68 to $4.29 per share and expiring May 31, 2005 and
          June 15, 2005.

     (2)  An adjustable warrant as to which the number of shares of common stock
          obtainable varies with fluctuations in the market price of the
          Company's common stock at an exercise price of $.001 per share and
          expiring May 31, 2002. This warrant contains a mandatory redemption
          feature based on the occurrence of certain triggering events, which
          include, among others, delisting of the Company's common stock from a
          national stock market. Upon the occurrence of a triggering event, the
          Company is required to repurchase the warrant for an amount equal to
          the market value of the shares obtainable. At June 30, 2000,
          approximately 858,000 shares were obtainable. As of September 25,
          2000, approximately 3,800,000 shares were obtainable and their market
          value approximated $3,400,000. See Note M.

     (3)  Warrants issued to the placement agent covering 115,438 shares of
          common stock, at an exercise price of $3.77 per share and expiring
          June 15, 2005.

     The aforementioned stock purchase warrants have been valued at $1,792,000
     using the Black-Scholes option pricing model, and reflected as a discount
     on the Series C. Additionally, $295,000 of cash financing costs have been
     reflected as a discount on the Series C. The discount is being amortized
     over five years by the straight-line method and the amortization is treated
     as a dividend on preferred stock in the financial statements.

     One of the sales of the Series C had an imbedded beneficial conversion
     feature valued at approximately $172,000 which has been reflected as a
     preferred stock dividend in the financial statements.


                                      F-13
<PAGE>   27

                        MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999


NOTE H - REDEEMABLE PREFERRED STOCK - CONTINUED

     Also in connection with the sale of the Series C, the Company entered into
     an agreement with certain Series C stockholders. The agreement contains an
     option for the Company to require these certain Series C stockholders to
     purchase up to $4 million of a Series D preferred stock and stock purchase
     warrants. The agreement is subject to being voided upon the occurrence of
     certain events, which include, among others, actual or threatened delisting
     from NASDAQ.

     See Note M regarding potential NASDAQ delisting.

NOTE I - OTHER PREFERRED STOCK

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

     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

     Upon formation of the Company in June 1997, all stockholders were given one
     Class A warrant for each common share acquired by them. Each warrant
     entitles the holder to purchase one share of common stock for $4.00. If not
     exercised, warrants expire in June 2001. 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.

     The class B warrants were redeemed in May 1999 for $1,608. At June 30,
     2000, 3,697,441 Class A warrants remained outstanding.

     In connection with the sale of common stock in January 2000, the Company
     issued 812,728 stock purchase warrants to the investors and the placement
     agent at exercise prices ranging from $3.75 to $10.00, which expire five
     years from date of issuance.

     See Note H regarding stock purchase warrants issued in connection with the
     sale of Series C preferred stock.


                                      F-14
<PAGE>   28

                        MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999


NOTE K - STOCK OPTIONS

    The Company's 1999 Stock Option Plan provides for the granting of options to
    purchase shares of the Company's common stock to employees, consultants and
    directors. The plan includes non-qualified and incentive stock options. The
    plan authorizes grants of options for up to 2,600,000 shares. Options that
    terminate or expire prior to exercise are available for future rewards under
    the Plan.

    The Company has issued 2,558,500 stock options to employees and directors,
    pursuant to the 1999 Stock Option Plan. At June 30, 2000, 292,500 shares
    were available for grant under the 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. Of the options granted, approximately
    1,872,000 vested immediately and approximately 668,000 vest over one to four
    years. The options expire from three to ten years. Following is a summary of
    employee option transactions for fiscal 1999 and 2000:

<TABLE>
<CAPTION>
                                                        Weighted
                                                         average
                                          Shares      exercise price
                                        ----------    --------------
<S>                                     <C>           <C>
         Outstanding at July 1, 1998            --         $  --
         Granted                         2,557,500           4.20
                                        ----------          -----

         Outstanding at June 30, 1999    2,557,500           4.20
         Granted                         1,351,000           4.41
         Exercised                         (55,000)          0.75
         Expired or cancelled             (196,000)          5.33
                                        ----------          -----

         Outstanding at June 30, 2000    3,657,500          $4.27
                                        ==========          =====

         Exercisable at June 30, 1999    2,557,500          $4.20
                                        ==========          =====

         Exercisable at June 30, 2000    2,967,500          $4.08
                                        ==========          =====
</TABLE>

     Weighted-average fair value of options granted during the year ended June
     30, 2000 and 1999 was $4.19 and $2.95 per share, respectively.


                                      F-15
<PAGE>   29

                        MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999


NOTE K - STOCK OPTIONS - CONTINUED

     The following table summarizes information about stock options at June 30,
     2000:

<TABLE>
<CAPTION>
                            Options Outstanding            Options Exercisable
                    -----------------------------------   ----------------------
                                 Weighted
                                 average
                                 remaining    Weighted                  Weighted
                                contractual   average                   average
    Range of                       life       exercise      Number      exercise
 exercise prices      Shares    (in years)     price      exercisable    price
----------------    ---------   -----------   --------    -----------   --------
<S>                 <C>         <C>           <C>         <C>           <C>
$0.80 to $1.25        157,500       3.24        $0.94        157,500       $0.94
     $3.00            300,000       5.00         3.00        300,000        3.00
$4.00 to $4.44      1,650,000       4.47         4.01      1,510,000        4.00
$5.00 to $5.33      1,550,000       3.86         5.12      1,000,000        5.00
                    ---------                    ----      ---------        ----
                    3,657,500                   $4.27      2,967,500       $4.08
                    =========                    ====      =========        ====
</TABLE>

     The Company has adopted the disclosure-only provisions of Statement of
     Financial Accounting Standards No. 123, "Accounting for Stock-Based
     Compensation", (SFAS No. 123) and continues to apply the intrinsic value
     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, pursuant to SFAS No. 123, the effect on net
     loss and loss per share would have been as follows:

<TABLE>
<CAPTION>
                                    Years ended June 30,
                                 ----------------------------
                                     2000             1999
                                 -------------   ------------
<S>                              <C>             <C>
         Net loss
            As reported          $(18,346,699)   $ (5,360,655)
            Pro forma             (20,312,000)    (12,907,000)
         Loss per common share
            As reported          $      (1.12)   $       (.60)
            Pro forma                   (1.22)          (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 assumptions:

<TABLE>
<CAPTION>
                                                  2000     1999
                                                  ----     ----
<S>                                               <C>      <C>
       Weighted average expected life (years)      5.1      5.0
       Expected stock price volatility             150%     180%
       Risk-free interest rate (percent)          6.30%    6.21%
</TABLE>


                                      F-16
<PAGE>   30


                    MAX INTERNET COMMUNICATIONS, INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                             June 30, 2000 and 1999


NOTE K - STOCK OPTIONS - CONTINUED

     During the years ended June 30, 1999 and 2000, the Company also granted
     stock options to nonemployees, principally for fees in connection with the
     sale of common and preferred stock. These grants totaled 1,088,461 shares
     at prices ranging from $0.10 to $7.50 per share. These options expire in
     three to five years and are generally exercisable at date of grant. During
     the year ended June 30, 2000, the Company granted options covering 188,461
     shares at prices ranging from $4.00 to $5.00 per share as payment for
     services. These options vested immediately and expire five years from date
     of issue. These grants resulted in a charge to expense of approximately
     $1,250,000. At June 30, 2000, options covering 1,088,461 shares remained
     outstanding.


NOTE L - CONTINGENCIES

     On various dates between August 1, 2000 and September 14, 2000, the
     Company, and certain of its officers and directors, were named as
     defendants in a number of lawsuits which were filed in the U. S. District
     Court for the Northern District of Texas, Dallas Division.

     In these purported class action lawsuits, plaintiffs allege that they and
     other similarly situated investors purchased common stock of the Company at
     artificially inflated prices due to false and misleading disclosures by the
     Company concerning its sales revenue for the quarterly financial reporting
     periods ending September 30, 1999 and December 31, 1999. Plaintiffs allege
     that the Company's false and misleading disclosures violated Sections 10(b)
     of 20(a) of the Securities Exchange Act of 1934.

     The plaintiffs seek to represent persons or entities who purchased the
     Company's common stock between November 15, 1999 and May 12, 2000. On the
     latter date, the Company announced that it was restating earnings for the
     two prior quarters due principally to the booking of sales in reliance upon
     documentation that was later found to be falsified. Plaintiffs seek an
     unspecified amount of damages, together with prejudgment interest,
     attorneys fees and other costs of suit.

     These lawsuits are expected to be consolidated, and that after selection of
     plaintiff representatives and appointment of counsel to represent the
     purported class, a consolidated amended complaint will be filed. The
     Company intends to vigorously defend itself against these allegations.

     At June 30, 2000, the Company was involved in other 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.


NOTE M - SUBSEQUENT EVENTS

     In September 2000, the Company was notified that the Company's common stock
     is subject to NASDAQ delisting procedures. The Company is appealing
     NASDAQ's decision.

     In August 2000, the Company granted a vendor a security interest in
     inventory with a carrying value of approximately $2 million.


                                      F-17
<PAGE>   31

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 29,
         2000, 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 29, 2000, 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
         29, 2000, 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 29, 2000, sets forth
         certain information with respect to these matters.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

<TABLE>
<CAPTION>
Exhibit
Number       Description of Exhibits
-------      -----------------------
<S>          <C>
 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).

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


                                       14
<PAGE>   32

<TABLE>
<S>          <C>
 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).

*3.6         Certificate of Designation Regarding Series C Preferred Stock.

 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        Development Agreement with NetForAll Inc. dated August 3, 2000.

*21.1        Subsidiaries.

*23.1        Consent of Grant Thornton.

*27.         Financial Data Schedule.

             (b)  Reports on Form 8-K - None.
</TABLE>

-----------------------
* Filed herewith.


                                       15
<PAGE>   33


                                   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.

                                             MAX INTERNET COMMUNICATIONS, 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.

<TABLE>
<CAPTION>
          Name                         Office                       Date
          ----                         ------                       ----
<S>                            <C>                            <C>
/s/ Lawrence R. Biggs, Jr.     Chief Executive Officer        September 27, 2000
--------------------------     and Director (Principal
Lawrence R. Biggs, Jr.         Executive Officer)


/s/ Donald G. McLellan         President and Director         September 27, 2000
--------------------------
Donald G. McLellan


/s/ Lawrence A. Cahill         Director                       September 27, 2000
--------------------------
Lawrence A. Cahill


/s/ Brahill Santos             Director                       September 27, 2000
--------------------------
Brahill Santos


/s/ Harold L. Clark            Director                       September 27, 2000
--------------------------
Harold L. Clark

/s/ Brian K. Norman            Director                       September 27, 2000
--------------------------
Brian K. Norman


/s/ Leslie D. Crone            Principal Financial            September 27, 2000
--------------------------     Officer, Controller and
Leslie D. Crone                Principal Accounting
                               Officer
</TABLE>


<PAGE>   34

                                INDEX TO EXHIBITS

<TABLE>
Exhibit
Number       Description of Exhibits
--------     -----------------------
<S>          <C>

  3.6        Certificate of Designation Regarding Series C Preferred Stock.

 10.5        Development Agreement with NetForAll Inc. dated August 3, 2000.

 21.1        Subsidiaries.

 23.1        Consent of Grant Thornton.

 27          Financial Data Schedule.
</TABLE>