VOXCOM HOLDINGS INC, SB-2, 1998-08-11

VOXCOM HOLDINGS INC
SB-2, 1998-08-11
CONSUMER CREDIT REPORTING, COLLECTION AGENCIES

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As filed with the Securities and Exchange Commission on August 11, 1998

Registration No. 333-________
================================================================================

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM SB-2

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________

VOXCOM HOLDINGS, INC.
(Name of small business issuer in its charter)

NEVADA 7389 75-2715335
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)

8115 PRESTON ROAD
EIGHTH FLOOR - EAST
DALLAS, TEXAS 75225
(214) 691-0055
(Address and telephone number
of principal executive offices)

LAWRENCE R. BIGGS, JR. WITH A COPY TO:
CHAIRMAN AND CHIEF EXECUTIVE OFFICER RONALD L. BROWN, ESQ.
8115 PRESTON ROAD 2200 ONE GALLERIA TOWER
EIGHTH FLOOR - EAST 13355 NOEL ROAD
DALLAS, TEXAS 75225 DALLAS, TEXAS 75240-6657
(214) 691-0055
(Name, address and telephone number
of agent for service)

Approximate date of proposed sale to the public: From time to time after the
effective date of the registration statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH AMOUNT OFFERING AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.0001 par value, reserved for 5,000,000 $1,875 $9,375,000 $3,348.21
issuance upon conversion of Series B Preferred Stock
(2)
=================================================================================================================
</TABLE>

(1) Determined pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee upon the basis of the average of the bid and asked prices
for the registrant's Common Stock as quoted on the National Association of
Securities Dealers, Inc. Bulletin Board on August 3, 1998.

(2) To be offered and sold by the Selling Stockholders upon conversion of
350,000 outstanding shares of Series B Preferred Stock ("Series B Preferred
Stock"). The conversion price is equal to the lesser of $3.24375 or 80% of
the average closing bid price of the Common Stock for the five trading days
preceding the date upon which notice of conversion is given. The Company is
contractually obligated to register 200% of the shares into which the Series
B Preferred Stock would be converted at the time of registration in the
event the lesser conversion price prevails and, consequently, the number of
shares registered is approximately 200% of the number of shares presently
issuable upon conversion. Pursuant to Rule 416 under the Securities Act of
1933, there are also being registered such additional number of shares as
may be issuable as a result of the anti-dilution provisions of the Series B
Preferred Stock.

___________________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>

SUBJECT TO COMPLETION, DATED AUGUST 11, 1998.

VOXCOM HOLDINGS, INC.
5,000,000 SHARES

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

This Prospectus (the "Prospectus") relates to the offer and sale of up to
5,000,000 shares of Common Stock, par value $.0001 per share (the "Common
Stock"), by certain stockholders of Voxcom Holdings, Inc. (the "Company") named
under the heading of "Selling Stockholders" which are issuable upon conversion
of 350,000 shares of Series B Preferred Stock ("Series B Preferred Stock") of
the Company. The Company will not receive any of the proceeds from the sale of
Common Stock by the Selling Stockholders. The Company will pay all of its
expenses in connection with this offering, and the Selling Stockholders will be
solely responsible for paying any sales or brokerage commissions or discounts
with respect to sales of the shares offered hereby.

The conversion price for the Series B Preferred Stock is equal to the
lesser of $3.24375 or 80% of the average closing bid price of the Common Stock
for the five trading days preceding the date upon which notice of conversion is
given by holders of Series B Preferred Stock. As of the date of this
Prospectus, the number of shares of Common Stock into which the Series B
Preferred Stock is convertible is 2,430,556 shares. However, the Company has
agreed with the Selling Stockholders to register 5,000,000 shares of Common
Stock for resale upon conversion in the event the conversion price decreases as
a result of the foregoing formula.

The Company has been advised that sales of Common Stock may be made from
time to time by or for the account of the Selling Stockholders in the over-the-
counter market or on any stock exchange on which the Common Stock of the Company
may be listed at the time of sale, or in block transactions or private
transactions or otherwise, through brokers or dealers. These sales will be made
either at market prices prevailing at the time of sale or at negotiated prices.
The brokers or dealers may act as agents for the Selling Stockholders or may
purchase any of the shares as principal and thereafter may sell such shares from
time to time at market prices prevailing at the time of sale or at negotiated
prices.

Brokers or dealers used by the Selling Stockholders may be deemed to be
"underwriters" as defined in the Securities Act of 1933 (the "Securities Act").
In addition, the Selling Stockholders may be deemed to be underwriters within
the meaning of the Securities Act with respect to the Common Stock offered
hereby.

In lieu of making sales through the use of this Prospectus, the Selling
Stockholders may also make sales of the shares covered by this Prospectus
pursuant to Rule 144 or Rule 144A under the Securities Act, to the extent that
the provisions of such rules are applicable.

The Company's Common Stock is traded on the National Association of
Securities Dealers, Inc. Bulletin Board under the symbol "VXCH". On August 3,
1998, the closing bid and asked prices for the Company's Common Stock were $1-
13/16 and $1-15/16 per share, respectively.

The Company has informed the Selling Stockholders that the anti-
manipulative rules and regulations under the Securities Exchange Act of 1934,
including Regulation M thereunder, may apply to their sales in the market and
has furnished each of the Selling Stockholders with a copy thereof. The Company
has also informed the Selling Stockholders of the need for delivery of copies of
this Prospectus in connection with any sale of shares of Common Stock registered
hereunder.

FOR A DISCUSSION OF CERTAIN CONSIDERATIONS ASSOCIATED WITH THE PURCHASE OF
THE COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS".
__________________

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

__________________

The date of this Prospectus is ______________ ___, 1998.
<PAGE>

AVAILABLE INFORMATION

The Company has filed under the Securities Act with the Securities and
Exchange Commission (the "Commission") a Registration Statement on Form SB-2
(the "Registration Statement") with respect to its shares of Common Stock
offered hereby. This Prospectus was filed as a part of the Registration
Statement. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement,
and reference is hereby made to the Registration Statement for further
information with respect to the Company and its Common Stock.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy and information statements, and other
information with the Commission. Reports, proxy statements and other
information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and should also
be available for inspection and copying at the regional offices of the
Commission located at 7 World Trade Center, New York, New York 10048; Room
1204, Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago,
Illinois 60604; and Suite 500 East, 5757 Wilshire Boulevard, Los Angeles,
California 90036. Copies of such material may also be obtained upon written
request addressed to the Commission, Public Reference Section, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
also maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that filed electronically
with the Commission at http://www.sec.gov.

No person has been authorized to give any information or to make any
representation other than as contained or incorporated by reference in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale of Common Stock made hereunder shall, under any
circumstances, create any implication that the information contained herein is
correct as of any date subsequent to the date hereof. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy the securities
offered by this Prospectus to any person or by anyone in any jurisdiction in
which it is unlawful to make such an offer or solicitation.

TABLE OF CONTENTS

PROSPECTUS SUMMARY.................3 BUSINESS...........................14

RISK FACTORS.......................4 MANAGEMENT.........................19

SELLING STOCKHOLDERS...............7 PRINCIPAL STOCKHOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT...........23

PLAN OF DISTRIBUTION...............7
DESCRIPTION OF CAPITAL STOCK.......24
PRICE RANGE OF COMMON STOCK AND
DIVIDEND POLICY...................8 LEGAL MATTERS......................29

MANAGEMENT'S DISCUSSION AND EXPERTS............................29
ANALYSIS OR PLAN OF
OPERATIONS....................... 9 INDEX TO FINANCIAL STATEMENTS......29

2
<PAGE>

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

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and Financial Statements and related notes thereto appearing
elsewhere in this Prospectus.

FORWARD LOOKING STATEMENTS

This Prospectus includes certain statements that are not historical facts and
are deemed to be "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. See "Management's Discussion and
Analysis or Plan of Operations - Forward Looking Statements" for a further
discussion of these "forward-looking statements".

THE COMPANY

Voxcom Holdings, Inc. (the "Company" or "Voxcom") is engaged in the business
of (i) selling credit card processing and authorization systems; (ii) hosting
seminars and selling home based business opportunities; and (iii) assembly
through contractors and marketing of a high performance multi-media add-in card
providing both hardware and software to personal computers. The address of the
Company's principal executive offices is 8115 Preston Road, Eighth Floor - East,
Dallas, Texas 75225, and its telephone number there is (214) 691-0055.

THE OFFERING

The shares offered hereby constitute issued and outstanding shares of Common
Stock of the Company and are being offered and sold by the Selling Stockholders.
The Company will not receive any of the proceeds from the sale of the Common
Stock by the Selling Stockholders.

PLAN OF DISTRIBUTION

The Company has been advised by the Selling Stockholders that sales of Common
Stock may be made from time to time by or for the account of the Selling
Stockholders in the over-the-counter market or on any exchange on which the
Common Stock of the Company may be listed at the time of sale, or in block
transactions or private transactions or otherwise, through brokers or dealers.
Brokers or dealers may be paid commissions or receive sales discounts in
connection with such sales, and the Selling Stockholders will be solely
responsible for paying such commissions or absorbing such discounts.

RISK FACTORS

See "Risk Factors" for a discussion of various matters that should be
considered in connection with the purchase of Common Stock hereunder.

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

3
<PAGE>

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

SUMMARY FINANCIAL INFORMATION

Nine Months Ended March 31, Year Ended June 30,
-------------------------------- -------------------------------
1998 1997 1997 1996
------------- ----------------- --------------- --------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Statement of Operations Data:

Net sales $17,002,945 $9,596,882 $13,420,766 $ 2,005,486
Gross profit 14,926,871 8,265,746 11,537,659 1,581,288
Operating income (loss) 1,592,787 2,219,844 3,162,307 (709,833)
Net earnings (loss) after tax 917,730 2,113,259 2,923,519 (709,833)
Net earnings (loss) per share .17 -- -- (.14)

Pro forma net earnings (1) -- 1,398,502 1,964,378 --
Pro forma earnings per share -- .28 .39 --

</TABLE>

(1) Pro forma net earnings give effect to income taxes that would have been
provided if the Company had been subject to federal and state income taxes
for all periods. See Note L to Financial Statements.

Balance Sheet Data:

March 31, 1998 June 30, 1997
-------------- -------------

Total assets $3,885,183 $1,312,441
Working capital (deficit) (1,591,605) (5,017,331)
Total liabilities 3,518,057 10,438,045
Stockholders' equity (deficit) 367,126 (9,125,604)

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

RISK FACTORS

In addition to the other information presented in this Prospectus,
prospective investors should carefully consider the following factors in
evaluating an investment in the shares of Common Stock offered hereby.

Limited Operating History. The Company has a limited history of
operations. It was formed in accordance with the Plan of Reorganization of
Weaver Arms Corporation, as confirmed by the United States Bankruptcy Court,
Central District of California on January 20, 1994. In June 1997, it acquired
all of the issued and outstanding common stock of Voxcom Systems, Inc. and
AmeraPress, Inc. and commenced business operations. See "Management's
Discussion and Analysis or Plan of Operation".

Uncertainty of Market Acceptance. Developing marketing acceptance for the
Company's existing and proposed products and services will require substantial
marketing and sales efforts and the expenditure of a significant amount of
funds. There can be no assurance that the Company will be able to successfully
develop or position its products or services, or that any marketing efforts
undertaken by the Company will result in increased demand for or market
acceptance of the Company's products and services.

Federal Trade Commission. On February 17, 1998, the Federal Trade
Commission ("FTC") obtained from the United States District Court an ex parte
Temporary Restraining Order and Asset Freeze on AmeraPress, Inc., and Home
Business Group, Inc., two of the subsidiary companies of the Company. A
Temporary Receiver was also appointed by the Court. The FTC alleged violations
of the Federal Trade Commission Act (the "FTC Act") in

4
<PAGE>

connection with the Company's business of marketing sales opportunities for home
based businesses. On February 27, 1998, the Federal District Court removed the
Temporary Restraining Order and replaced it with a new order which substantially
eased the restrictions placed on the Company. Under the new order, the Company
resumed operations under limited oversight by a Court-appointed monitor to
review expenditures of the Company within specified limits and monitor sales
information. On April 13, 1998, the FTC and the Company agreed to a compromise
and settlement of the case. The Company did not admit to any violation of any
law, statute, rule, or regulation or to the commission of any wrongful act.

The agreement with the FTC included the payment to the FTC of refunds to
distributors which would be reimbursed to those distributors by the FTC.
Refunds due prior to the FTC action were approximately $145,000 and increased to
more than $465,000 during the time of the FTC investigation. The Company
believes that many of the distributors were led to believe that the Company was
being closed. In addition, an administrative fee of $35,000 was also agreed to
be paid. The Company has a policy of offering refunds to distributors for a
period of ten days, and the average rate of refunds experienced before the FTC
action was approximately 10% of sales.

Legal fees approximating $500,000 have been incurred fighting this action.
These requests for refunds and legal fees have impacted upon the Company's
profitability and cash resources during the fourth quarter of fiscal 1998. See
"Management's Discussion and Analysis or Plan of Operations -- Recent Events --
FTC Action".

Liquidity and Capital Resources. The Company has experienced recent cash
shortages resulting from the extraordinary costs to defend the FTC litigation,
pay the settlement cost thereof, and resume operations after a significant
closure following the FTC's injunction action. The Company has met these needs
through the issuance of debt and equity securities, and may continue to require
additional cash infusions before operations return to prior levels.

Regulation. While the Company is not subject to extensive levels of
regulation, its home-based businesses products are direct-marketed to customers
on a mass marketing scale. A greater number of jurisdictions are broadening the
scope of products and services that come within the jurisdiction of the
regulatory authorities within such states, particularly in the direct marketing
and mass marketing industries. Consequently, the trend in regulation on a
national basis is to encompass organizations, similar to the Company, within the
ambit of state regulatory authority, the consequence of which may involve
greater restrictions relevant to the products and services distributed by the
Company. Also, as noted above, the FTC regulates the Company's home-based
business services and sales programs. The FTC's laws and regulations provide
for consumer protection against false and misleading sales promotions.

Competition. The competition for credit card verification business is
intense, and the market is saturated with systems to meet this need. Many of the
competitors of the Company are substantially larger and have greater financial
resources than the Company. There can be no assurance that the Company will be
able to compete profitably with such other companies on a long-term basis. The
home-based business industry is extremely large and also very competitive.
Distributors are sought for many multi-level and direct sales organizations, and
many home-based business opportunity seminars are held. In general, there are no
significant barriers to entry into business in this area in which the Company
presently operates and, therefore, this area of the Company's operations could
be subject to substantial additional future competition and many of the
competitors are, and future competitors could be, substantially larger and have
greater financial resources than the Company. There can be no assurance that the
Company will be able to compete profitably with such companies on a long-term
basis. Competition for computer software and equipment is intense, and new
products and developments are announced regularly by larger and more active
competitors in the industry.

Dependence on Key Personnel. The Company is highly dependent on Lawrence
R. Biggs, Jr. and Donald G. McLellan, Chief Executive Officer and President,
respectively, of the Company for the profitable operation of the Company and the
expansion of its markets and products acceptance. Neither Mr. Biggs nor Mr.
McLellan has an employment agreement with the Company. The loss of either Mr.
Biggs or Mr. McLellan potentially could have a material adverse effect on the
Company's business and results of operations. See "Management".

5
<PAGE>

Concentration of Ownership in Management. Members of the Board of
Directors and certain officers own an aggregate of approximately 75% of the
outstanding Common Stock as of the date of this Prospectus and will therefore be
a significant influence over the outcome of matters submitted to the
stockholders for approval, including election of the Company's directors. See
"Principal Stockholders and Security Ownership of Management".

Limited Market for the Company's Common Stock; Possible Volatility of
Securities Prices. There is currently only a limited trading market for the
Common Stock of the Company. The Common Stock of the Company trades on the
Nasdaq OTC Bulletin Board under the symbol "VXCH", which is a limited market and
subject to substantial restrictions and limitations in comparison to the Nasdaq
System. There can be no assurance that a substantial trading market will be
sustained for the Common Stock. Recent history relating to the market prices of
newly public companies indicates that, from time-to-time, there may be
significant volatility in the market price of the Company's securities because
of factors unrelated, as well as related, to the Company's operating
performance. There can be no assurances that the Company's Common Stock will
ever qualify for inclusion within the Nasdaq System, or that more than a limited
market will ever develop for its Common Stock.

Anti-Takeover Provisions. In addition to the voting control held by
officers and directors, the Company is subject to agreements and provisions
which could hinder or preclude an unsolicited acquisition of the Company. The
Company's Articles of Incorporation authorizes the Board of Directors to issue,
without stockholder authorization, shares of preferred stock, in one or more
designated series or classes. The Company's Articles or Bylaws also provide
that special meetings of stockholders may only be called by stockholders owning
at least 66 2/3% of the Common Stock; directors may be removed from office only
for "cause" by the affirmative vote of holders of at least 66 2/3% of the Common
Stock; and certain provisions of the Bylaws may be amended only upon a vote of
66 2/3% of the Common Stock. The Company is also subject to Nevada statutes
regulating business combinations. Any of these agreements or provisions could
discourage, hinder or preclude an unsolicited acquisition of the Company and
could make it less likely that stockholders receive a premium for their shares
as a result of any such attempt. These provisions may have a depressive effect
on the market price of the Common Stock. See "Description of Capital Stock -
Possible Anti-Takeover Provisions".

Limitation of Liability. Chapter 78 of the Nevada Revised Statutes ("NRS")
provides that a Nevada corporation may limit the personal liability of a
director or officer to the corporation or its stockholders for breaches of
fiduciary duty, except that such provision may not limit liability for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or payment of dividends or other distributions in violation of the NRS.
The Company's Articles provide for the maximum limit of the personal liability
of officers and directors allowable under the NRS. See "Description of Capital
Stock - Limitation on Liability of Directors".

Lack of Dividends. The Company does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future. The Company intends to
retain profits, if any, to fund growth and expansion. See "Dividend Policy."

Integration of Unspecified Acquisitions. A material element of the
Company's growth strategy is to expand its existing business through strategic
acquisitions. While the Company continuously evaluates opportunities to make
strategic acquisitions, it has no present commitments or agreements with respect
to any material acquisitions. There can be no assurance that the Company will be
able to identify and acquire such companies or that it will be able to
successfully integrate the operations of any company it acquires. Further, any
acquisition may initially have an adverse effect upon the Company's results
while the acquired business is adapting to the Company's management and
operating practices. There can be no assurance that the Company's personnel,
systems, procedures, and controls will be adequate to support the Company's
growth. In addition, there can be no assurance that the Company will be able to
establish, maintain or increase profitability of an entity once it has been
acquired. There can be no assurance that the Company will be able to obtain
adequate financing for any acquisition, or that, if available, such financing
will be on terms acceptable to the Company.

6
<PAGE>

SELLING STOCKHOLDERS

The following table sets forth as of August 1, 1998, the names of and
the number of shares that could be sold by each of the Selling Stockholders, and
the number of shares offered hereby, assuming conversion of the shares of Series
B Preferred Stock into Common Stock prior to such offering at the conversion
price of $1.44 per share.

<TABLE>
<CAPTION>
Number of Shares Percentage of
Obtainable Upon Exercise of Preferred Stock Outstanding Shares
Name and Offered Hereby Owned after Offering
- ---- -------------------------------------------- --------------------
<S> <C> <C>
Dominion Capital Fund, 1,388,889 16.3
Ltd.
Sovereign Partners, L.P. 763,889 9.0
Canadian Advantage 277,778 3.3
Limited Partnership
</TABLE>
______________________

(1) Represents number of shares of Common Stock issuable upon conversion of
Series B Preferred Stock at the conversion price of $1.44 per share. The
conversion price may be less, resulting in more shares of Common Stock upon
conversion, under certain circumstances and this Prospectus also covers the
resale of such greater number of shares of Common Stock as well as a
presently indeterminate number of additional shares which may be issuable
upon conversion due to anti-dilution provisions.

PLAN OF DISTRIBUTION

The shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made in the over-the-counter market or on any stock exchange on which the
Common Stock of the Company may be listed at the time of sale or otherwise at
prices and terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. The shares may be sold by one or more of
the following:

(a) A block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction;

(b) Purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus;

(d) Privately negotiated transactions between the Selling Stockholder
and a purchaser.

There is no underwriter or coordinating broker acting in connection with
this offering. Each Selling Stockholder may be deemed an "underwriter" within
the meaning of the Securities Act with respect to the shares of

7
<PAGE>

Common Stock offered by such Selling Stockholder. The Company and each Selling
Stockholder have agreed to indemnify one another against certain liabilities,
including liabilities under the Securities Act.

In effecting sales, brokers or dealers engaged by the Selling Stockholder
may arrange for other brokers or dealers to participate. Brokers and dealers
will receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales.

Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
through a block trade, special offering or secondary distribution or a purchase
by a broker or dealer, a supplement to this Prospectus will be filed with the
Commission, if required, pursuant to Rule 424 under the Securities Act,
disclosing: (a) the name of each such Selling Stockholder and of the
participating broker(s) or dealer(s); (b) the number of shares involved; (c) the
price at which such shares were sold; (d) the commissions paid or discounts or
concessions allowed to such broker(s) or dealer(s), where applicable; (e) that
such broker(s) or dealer(s) did not conduct any investigation to verify the
information set out in this Prospectus; and (f) other facts material to the
transactions.

The Company has agreed to pay for all costs and expenses incident to the
issuance, offer, sale and delivery of the shares of Common Stock offered by the
Selling Stockholders, including all expenses and fees of preparing, filing and
printing the Registration Statement and Prospectus and related exhibits,
amendments and supplements thereto and mailing of such items. The Company will
not pay sales or brokerage commissions or discounts with respect to sales of the
shares offered by the Selling Stockholders.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock is traded in the over-the-counter market on the
Nasdaq Bulletin Board under the Symbol "VXCH." The following table shows the
price range of the Company's Common Stock since it was initially quoted in
November 1997.

MARKET INFORMATION

BID ASK
HIGH LOW HIGH LOW
<S> <C> <C> <C> <C>

Fourth Quarter 1997 6-1/8 2 6-5/8 2-7/8

First Quarter 1998 5-3/4 1-5/8 6-1/4 1-7/8

Second Quarter 1998 6 2-1/8 6-1/4 2-3/8
</TABLE>

HOLDERS

As of June 30, 1998, there were 233 record holders of the Company's Common
Stock, 3 holders of the Company's Series A Preferred Stock and 2 holders of the
Company's Series B Preferred Stock.

DIVIDENDS

The Company does not anticipate any stock or cash dividends on its Common
Stock in the foreseeable future.

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<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS

GENERAL

The Company through its wholly-owned subsidiaries:

(i) sells and distributes merchant credit card authorization and payment
systems to direct marketing merchants throughout the United States
(commenced November 1994);

(ii) markets home-based business through seminars (acquired in 1997) and
produces customized printing for distribution by home-based
businesses (commenced January 1996); and

(iii) assembles and markets computer hardware and software (commenced
April 1998).

Revenues and expenses for the fiscal year ended June 30, 1996 applied only
to the credit card authorization systems and to six months of the customized
printing business. Revenues and expenses for the fiscal year ended June 30,
1997 applied to a full year for each of these businesses. No results from the
computer hardware and software are included in the revenues and expenses for any
period.

For the nine months ended March 31, 1998, the Company's revenues and
expenses apply to the operations of these two businesses for the whole period,
and to the seminar business for only the six months since acquisition.

SELECTED FINANCIAL INFORMATION
------------------------------
<TABLE>
<CAPTION>

NINE MONTHS NINE MONTHS
YEAR ENDED ENDED ENDED
6/30/96 6/30/97 3/31/97 3/31/98
-------- ------- ------- -------
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA

Net sales $2,005,486 $13,420,766 $9,596,882 $17,002,945
Gross profit 1,581,288 11,537,659 8,265,746 14,926,871
Operating income (loss) (709,833) 3,162,307 2,219,844 1,592,787
Net earnings (loss) after tax (709,833) 2,923,519 2,113,259 917,730
Net earnings (loss) per share (.14) N/A N/A .17
Pro forma net earnings (1) -- 1,964,378 1,398,502 --
Pro forma earnings per share -- .39 .28 --
</TABLE>

JUNE 30, 1997 MARCH 31, 1998
-------------- ---------------
<S> <C> <C>
BALANCE SHEET DATA

Total assets $ 1,312,441 $ 3,885,183
Working capital deficit (5,017,331) (1,591,605)
Total liabilities 10,438,045 3,518,057
Stockholders' equity (deficit) (9,125,604) 367,126

</TABLE>

9
<PAGE>

RESULTS OF OPERATIONS

NINE MONTHS ENDED MARCH 31, 1998 COMPARED TO NINE MONTHS ENDED MARCH 31, 1997.

Revenues

Revenues increased by approximately 77% from $9,596,882 in the nine months
ended March 1997 to $17,002,945 in the nine months ended March 1998. This
increase was primarily from sales by the Home Based Business Segment through
expansion of the printing business and to the inclusion of the revenues of Home
Business Group Inc. Revenues of this segment were the largest component of
sales and increased by approximately 99% from $8,586,852 in the nine months
ended March 1997 to $17,047,755 in the nine months ended March 1998.

Revenues during the nine months ended March 31, 1998 were adversely
affected by the FTC action (See "-Recent Events"). This effect has not been
quantified.

Cost of Sales

Cost of sales increased by approximately 56% from $1,331,136 in the nine
months ended March 1997 to $2,076,074 in the nine months ended March 1998. The
increase resulted from the increased operating activity of the Home Based
Business Segment, but reflects the higher margins obtainable as such sales
increase.

Gross Profit

Group gross profit increased approximately 81% from $8,265,746 in the nine
months ended March 1997 to $14,926,871 in the nine months ended March 1998. The
increase is almost entirely due to, and reflects the expansion of, the printing
business and the inclusion of gross profit from the seminar business, both
forming the Home Based Business Segment. This 88% gross margin demonstrates the
attractiveness of this business to the Company.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased approximately 121%
from $6,045,902 in the nine months ended March 1997 to $13,334,084 in the nine
months ended March 1998. The increase was due almost entirely to the Home Based
Business Segment and reflects the increases of labor, commissions, delivering
expenses, and overheads necessary to achieve the increased revenues achieved by
the division. In addition, attorney fees increased by $405,226 to $463,272, for
the nine months ended March 1998, due primarily to the defense against the FTC
action. (See "-Recent Events").

Interest Expense

Interest expense of $141,734 incurred during the nine months ended March
1998 was paid primarily on the promissory note to the Company's Shareholders who
sold AmeraPress to the Company. On December 15, 1997 the note was converted to
Series A Preferred Stock, and no further interest is payable. No interest
expense was incurred for the nine months ended March 1997.

Income Taxes

Income taxes of $533,323 were accrued based on income earned for the nine
months ended March 1998. Only state income tax was accrued for the nine months
ended March 1997, because for that period the income was earned in a limited
liability company for which the members of the LLC were personally responsible
for federal taxes on the Company's income.

10
<PAGE>

Net Earnings

Net earnings decreased by approximately 57% from $2,113,259 in the nine
months ended March 1997 to $917,730 in the nine months ended March 1998. This
decrease was due to the increased profitability of the Home Based Business
Segment and reflected both the business expansion and the inclusion of the
seminar business, offset by significantly higher selling, general and
administrative expenses and legal fees related to the defense against the FTC
action. (See "-Recent Events"). In addition, income tax expense of $533,323
was recorded for the nine months ended March 1998, while $106,585 was recorded
for the nine months ended March 1997.

FISCAL YEAR ENDED JUNE 30, 1997 COMPARED TO YEAR ENDED JUNE 30, 1996

Revenues

Revenues increased by approximately 569% from $2,005,486 in the year ended
June 30, 1996 to $13,420,766 in the year ended June 30, 1997. The increase is
due almost entirely to the Home Based Business Segment which booked its first
full year of operation.

Cost of Sales

Cost of sales increased by approximately 344% from $424,198 in the year
ended June 30, 1996 to $1,883,107 in the year ended June 30, 1997. The increase
was almost entirely due to the Home Based Business Segment and represents the
increased costs needed to achieve the increased revenues.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased approximately 266%
from $2,291,121 in the year ended June 30, 1996 to $8,375,352 in the year ended
June 30, 1997. The increase represents the costs of labor, commissions,
delivery expenses, and overheads required by the Home Based Business Segment to
achieve the increased revenues.

Interest Expense

Interest expense of $44,247 incurred in the year ended June 30, 1997 was
paid on the promissory note to the Sellers of AmeraPress. No interest expense
was incurred in the year ended June 30, 1996.

Income Tax

The income tax expense in the year ended June 30, 1997 of $194,541 was
accrued on the net profit of the divisions earned from the date of acquisition
by the Company to June 30, 1997. No income tax was accrued in the year ended
June 30, 1996. The effective rate of tax for the year ended June 30, 1997 was
less than the full statutory rate due to the availability of net operating
losses from prior years.

Net Earnings

Net earnings increased from a loss of $709,833 in the year ended June 30,
1996 to a profit of $2,923,519 in the year ended June 30, 1997. The increase of
profitability was almost entirely due to the Home Based Business Segment which
operated for the full year to June 30, 1997 compared to only six months in the
year to June 30, 1996.

11
<PAGE>

LIQUIDITY

The Company had working capital deficits of ($1,591,605) at March 31, 1998
and ($5,017,331) at June 30, 1997. The Company's cash flow and working capital
requirements are primarily affected by the receipt of payments from customers,
which generally are due at the time of sale, and payment of operating expenses.
The reduction in the working capital deficit from June 30, 1997 to March 31,
1998, of $3,425,726, included (a) additional investment in receivables and other
assets as a result of increased sales and related activities; (b) $5,000,000 of
current maturities of notes payable to stockholders were converted to preferred
stock; (c) accounts payable increased by $1,748,757, from $536,953 at June 30,
1997 to $2,285,710 at March 31, 1998 and accrued expenses increased by $552,772
from $66,551 at June 30, 1997 to $619,323 at March 31, 1998. The increases are
due to additional payables related to the increased level of sales and related
costs, $400,000 accrued for estimated refunds to be given to customers as a
result of the FTC action and accrual of $326,817 of legal fees incurred as a
result of the FTC action; (d) income taxes payable increased by $338,782, from
$194,541 at June 30, 1997 to $533,323 at March 31, 1998. Income taxes were
accrued based on income earned for the nine months ended March 31, 1998, while
federal income taxes were accrued only on earnings from the date of acquisition
of AmeraPress during the year ended June 30, 1997 due to the availability of net
operating losses from prior years, and the company operated as a limited
liability company prior to the AmeraPress acquisition, and the members of the
LLC were personally liable for federal taxes on the Company's income. Therefore,
the Company's operating activities provided net cash of $2,616,865 for the nine
months ended March 31, 1998 and $3,290,810 for the year ended June 30, 1997.

Investing activities of the Company consisted of the acquisition of
property and equipment in the amounts of $263,978 and $703,949 for the year
ended June 30, 1997 and the nine months ended March 31, 1998, respectively.

Financing activities of the Company consisted of note repayments and
distributions to stockholders in the total amounts of $2,680,000 and $1,560,299
for the year ended June 30, 1997 and the nine months ended March 31, 1998,
respectively.

Notes payable to stockholders in the total amount of $8,000,000 were
converted to preferred stock in the nine months ended March 31, 1998.

Future cash resources available to the Company are expected to come from
profitable operations and the additional issue of shares as a result of
anticipated exercises of warrants at $4 each. Should the need arise for further
funding for increases in inventories or for capital equipment, the Company would
address the possibility of lines of credit from lending authorities and new
issues of capital stock. There is no assurance that these resources will be
available to the Company.

RECENT EVENTS

Federal Trade Commission

On February 17, 1998, the Federal Trade Commission (FTC) obtained from the
United States District Court an ex parte Temporary Restraining Order and Asset
Freeze on AmeraPress, Inc., and Home Business Group, Inc., two of the subsidiary
companies of the Company. A Temporary Receiver was also appointed by the Court.
The FTC alleged that the Company was offering prepaid business ventures in which
the purchaser could expect to receive a specific level of earnings and that such
representations were false and misleading and constituted deceptive acts or
practices in violation of Section 5(c) of the FTC Act (15 U.S.C Sec 45(a)).

On February 27, 1998, the Federal District Court removed the Temporary
Restraining Order and replaced it with a new order which substantially eased the
restrictions placed on the Company. Under the new order, the Company resumed
operations under limited oversight by a court appointed monitor to review
expenditures of the Company within specified limits and monitor sales
information.

12
<PAGE>

On April 6, 1998, the defendants filed a counterclaim against the FTC
alleging that the FTC acted unlawfully in obtaining an exparte restraining order
that was overbroad, harassing and inappropriate to the Company's situation, and
that the FTC had acted in a pattern of deceit, coercion and harassment to obtain
information from and about the defendants.

On April 13, 1998 the FTC and the Company agreed to a compromise and
settlement of the case. The Company did not admit to any violation of any law,
statute, rule, or regulation or to the commission of any wrongful act; however,
it believed that it reached a settlement that would end the litigation and
permit the Company to operate under reasonable restrictions. Such agreed order
of settlement included a permanent injunction against making any false or
misleading statement or misrepresentation about any business venture, product or
service offered by it and the potential income that might be derived therefrom.

The agreement with FTC included the payment to the FTC of refunds to
distributors which would be reimbursed to those distributors by FTC. Refunds
due prior to the FTC action were approximately $145,000 and increased to more
than $465,000 during the time of the FTC investigation. The Company believes
that many of the distributors were led to believe that the Company was being
closed. In addition, the Company paid an administrative fee of $35,000. The
Company has a policy of offering refunds to distributors for a period of ten
days, and the average rate of refunds experienced before the FTC action was
approximately 10% of sales.

Legal fees approximating $500,000 have been incurred and paid fighting this
action. These requests for refunds and legal fees have adversely affected the
Company's profitability and cash resources during the fourth quarter of fiscal
1998. To meet these extraordinary expenses the Company encouraged warrant
holders to exercise, by reducing the exercise price of its Class A Warrants from
$6.00 to $4.00 per warrant as permitted by the instrument creating the warrant.
As of June 30, 1998, a total of 160,835 shares had been issued upon exercise of
warrants, generating $643,340 in additional equity. In addition, in June 1998
the Company issued Convertible Debentures for $400,000 and 350,000 shares of
Series B Preferred Stock for a purchase price of $3,500,000. The Company has
therefore obtained adequate cash to enable it to return to a full operating
level and meet its obligations for the foreseeable future.

MAXpc Technologies, Inc.

On March 13, 1998, the Company agreed to purchase all of the issued and
outstanding stock of MAXpc Technologies, Inc., subject to a 30 day due diligence
period. The Company believed that MAX provided an opportunistic source of
revenues that could be acquired for common stock and future development costs
and that could provide an entry into the rapidly expanding market for computer
equipment.

On April 13, 1998, the agreement became effective, and 200,000 shares of
common stock were issued to the Seller. At the same time, finders fees of
10,000 shares of common stock were issued. MAX's assets consisted only of its
contract rights to acquire and develop its products and associated know-how and
good will. Since the acquisition, the activities of MAX have consisted of the
development of a marketing program, purchase and registration of trade marks and
trade names and development of packaging materials.

MAXpc Technologies, Inc. has the exclusive rights to manufacture and market
a high performance, multi-media add-in card providing both hardware and software
for inclusion in either new or existing computers.

FORWARD LOOKING STATEMENTS

Statements that are not historical facts included in this registration
statement are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties
that could cause actual results to differ from projected results. Such
statements address activities, events or developments that the Company expects,
believes, projects, intends or anticipates will or may occur, including such
matters as future capital, business strategies, expansion and growth of the
Company's operations, cash flow, marketing of products and services, and
development of new products and services. Factors that could cause actual
results to differ materially ("Cautionary

13
<PAGE>

Disclosures") are described throughout this registration statement. Cautionary
Disclosures include, among others: general economic conditions, the markets for
and market price of the Company's products and services, the Company's ability
to find, acquire, market, develop and produce new products and services, the
strength and financial resources of the Company's competitors, the Company's
ability to find and retain skilled personnel, labor relations, availability and
cost of material and equipment, the results of financing efforts, and regulatory
developments and compliance. All written and oral forward-looking statements
attributable to the Company are expressly qualified in their entirety by the
Cautionary Disclosures. The Company disclaims any obligation to update or revise
any forward-looking statement to reflect events or circumstances occurring
hereafter or to reflect the occurrence of anticipated or unanticipated events.

BUSINESS

GENERAL

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

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

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

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

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

On June 18,1997, Newcorp filed Restated Articles of Incorporation with the
Secretary of State of Nevada, adding provisions regarding corporate management
and control, and changing the name of the Company to "Voxcom Holdings, Inc."
("Voxcom Holdings").

On July 1, 1997, the Company entered into a Consulting Agreement and
Covenant Not to Compete with Kim Crowther and Brian Jensen to manage a company
(the "Lecture Company") to conduct home business seminars to promote the
Company's goods and services, including the printed products of AmeraPress, and
to compensate them for

14
<PAGE>

their exclusive service to the Lecture Company for a period of 60 months by
granting them 200,000 shares of the Company's common stock, 4% of the gross
proceeds of sales by the Lecture Company, and commissions equal to 25% of the
net profit of the Lecture Company on a combined basis. The Company will also
grant them shares of the Company's common stock at June 30, 1998 in an amount
equal to the net profit of the Lecture Company on a combined basis, subject to
deductions for federal income tax, debt service obligations of the Lecture
Company, and commissions paid, multiplied by the average price to earnings ratio
of the Company's common stock over the 90 days prior to June 30, 1998,
multiplied by 25%, and divided by the average over the 20 trading days preceding
June 30, 1998 of the mean bid and ask price in the over-the-counter market. In
each succeeding year of the Agreement, shares of common stock will be granted
based on the same formula, except that instead of using net profit (as adjusted)
as the starting number, the growth in net profit over the previous year will be
substituted and the same adjustments applied. Home Business Group, Inc. ("HBG")
was incorporated in the State of Delaware and acquired certain assets and
liabilities of and continued the business of the Lecture Company, commencing
during the quarter ended December 31, 1997. The continued operations of
AmeraPress and HBG are referred to together as the "Home Business Segment".

On March 13, 1998 the Company agreed to acquire all of the issued and
outstanding shares of MAXpc Technologies, Inc. in consideration for the issuance
of 210,000 shares of Common Stock. MAXpc has the exclusive manufacturing and
marketing rights to certain multimedia computer hardware and software.
Marketing of the product commenced at the end of April 1998. The contract also
provides that 25% of the net after tax profits of MAXpc will be paid to the
Seller.

The Company's activities to date have consisted of the promotion and
marketing through seminars of home-based business opportunities, the production
and sale of customized printing and the sale and distribution of merchant credit
card authorization and payment systems, as well as raising capital, locating and
acquiring equipment, identifying prospective customers, and administrative
activities relating to the foregoing. The Company's future business, including
expansion of its present operations, may require additional equity and/or debt
financing, which may not be available in a timely manner, on commercially
reasonable terms, or at all. See Part 1, Item 2 "Management's Discussion and
Analysis or Plan of Operation."

See Part I, Item 7, "Certain Relationships and Related Transactions" for
information about the interests of certain directors, executive officers and
promoters of the Company in the formation and reorganization transactions
described above involving Voxcom Holdings, Voxcom Systems, AmeraPress, and HBG.

PRINCIPAL PRODUCTS, DISTRIBUTION AND COMPETITIVE CONDITIONS

The Company's activities are divided into three segments:

(i) Credit card processing and authorization systems;

(ii) Home-based business; and

(iii) Technology;

CREDIT CARD PROCESSING AND AUTHORIZATION SYSTEMS

The Company, through its subsidiary Voxcom Systems, offers merchants of all
sizes a competitive product which can include processing hardware, voice
platform and authorization, and an attractive discount rate on all credit card
transactions. In May, 1992, the credit card industry responded to increasing
levels of credit card fraud by requiring advance authorization of all credit
card transactions or else charging the merchant extra processing fees for
unauthorized charges. It is estimated that 97% of all credit card purchases in
the U.S. are preceded by such authorizations.

For the small merchant, or direct salesperson, the Company offers its
Credit Verification Phone ("CVP"), which is a host-based system utilizing an
interactive Voice Platform instead of a modem. The device is manufactured by
KIA Intertrade, an unaffiliated company located in Korea. The CVP is compact
and light-weight. It does not require A.C.

15
<PAGE>

power, is portable, offers a voice tutorial to users, and can be used as a
standard telephone if desired. Prices range from $195 to $395 for this product.
The Company also provides minor repairs at its Euless, Texas facility for
malfunctioning CVP terminals, and returns malfunctioning CVP terminals requiring
major repair to the manufacturer for replacement.

In addition to equipment, the Company provides credit card services as an
independent sales organization (ISO) of Heartland Card Services, Inc., a credit
processing company. The Company is charged interchange costs to the credit card
provider (VISA and Master Card) by Heartland and pays to Heartland a share of
the increase over the interchange cost charged to its clients. The Company also
has agency agreements with Delta Card Systems/Woodforest Bank, Electronic Card
Systems, First American Payment Systems/First National Bank in Brookings and
Money Transfer System/NPC whereby the Company purchases credit card processing
at an established rate, and retains the incremental price it charges its
customers above that rate. Because of these relationships, the Company
believes it is competitive in the rates being offered to all types of businesses
ranging from the sole trader to large merchants.

The Company's customers are broadly divided into two sections (i) small
merchant, sole traders or direct sales person, and (ii) larger, often multi-
locational businesses. Approximately 30% of sales were made to the small
merchant category during the twelve months ended June 30, 1998.

For the large merchant the Company is able to offer other manufacturers'
systems such as Verifone and Hypercom purchased to meet the appropriate need.
The larger merchants approached by the Company usually require more expensive
and more sophisticated credit card processing equipment. Most of this equipment
necessitates a dedicated phone line compared to the portability of the CVP.

Competition for credit card verification business is intense, and the
market is saturated with systems to meet this need, many of which have greater
experience in the industry and financial resources available to them. Most are
modem based, on-line systems requiring a dedicated phone line, and the cost of
access systems ranges from $195 to $1,700. The Company believes it can compete
for a share of the business because of the affordability, portability and
multiple uses of its CVP and due to its relationships with processing banks and
card providers. In excess of $100 million of annual credit card business has
been contracted by the Company since October 1997. Competition in this section
is also offered by major banking organizations or their subsidiaries, such as
Bank America, Wells Fargo, Citibank, Chase and First USA. While these
competitors obviously have more financial strength, the Company believes it can
compete effectively because of its flexibility to respond to customer needs and
its orientation to the smaller users in the marketplace.

Business is generated either by incoming responses from national
advertising or from contact by the Company's 75 commissioned sales
representatives.

HOME-BASED BUSINESS SEGMENT

The Company operates this segment through two wholly owned subsidiaries,
HBG and AmeraPress. HBG conducts seminars in major cities throughout the United
States and offers attendees the opportunity to purchase introductory kits to
approximately three different home-based businesses. One of these businesses is
AmeraPress, and the others include vending machines and an Internet product,
neither of which is affiliated with the Company except that a director of HBG is
a shareholder and officer of the vending machine company, Vendworx, Inc. The
Internet product has been developed by Wealth International, Inc. There are no
written contracts with these corporations.

HBG attracts its attendees by a mailing campaign requesting recipients to
call in and register for attendance at the appropriate seminar. It earns its
income from the sale of the introductory kits provided free of charge by the
offered businesses, and from an additional fee paid by those businesses for each
sale made. The introductory kits are sold from prices ranging from $195 to $295
each or combined for prices ranging from $495 to $695. The purchase of these
kits entitles the purchaser to become a distributor without any further charge.
There is sufficient salable material in the kit to enable the distributor to
recover the initial outlay.

16
<PAGE>

AmeraPress conducts business with the distributors enrolled at the HBG
seminars by the purchase of the Introductory Kit. This kit includes video and
audio tapes, distribution manual and sufficient salable materials to make 100%
return on their cost. The distributors are advised by AmeraPress how to make
their home business operate. Such business is to introduce consumers to the
opportunity of having a photograph of their choice, and the appropriate words or
sketches of their choice printed on high quality, fully-laminated trading,
business, or greeting card, or post card or calendar. Sales are made by way of
pre-paid voucher which the distributor buys from AmeraPress and resells to the
consumer at a profit. Thereafter the distributor's job for that sale is
finished, and the consumer returns the voucher with all appropriate information
to AmeraPress for fulfillment. Distributors are not authorized to sell
distributorships, and for that reason neither HBG nor AmeraPress are multi-level
marketing organizations.

AmeraPress conducts is printing operations in its 20,000 square foot
facility in Euless, Texas. See Item 3 -Description of Property.

The home-based business industry is extremely large and very competitive.
Distributors are sought for many multi-level and direct sales organizations, and
many home-based business opportunity seminars are held. The Companies rely on
the responses to the mail campaigns for attendance at seminars. Other groups
use similar methods and other seminar companies use Infomercials on local and
cable television. Additionally, there is a wide variety of home business
opportunities being offered by these groups, and there is no certainty that the
businesses being offered by HBG will be attractive to the attendees of the
seminars. However, the Company believes it has been able to compete effectively
due to the sheer size of the market for these goods and services.

TECHNOLOGY DIVISION

Through March 31, 1998, all of the Company's business and revenues were
produced from the Home-Based Business Segment and the Credit Card Processing and
Authorization Segment. However, the Company continually seeks opportunities to
diversify its operations and exploit products and markets with the potential for
rapid growth. The Company believes that the technology offered by the multi-
media add-in card of MAXpc Technologies, Inc. ("MAX") produced such an
opportunity.

In April 1998, the Company acquired all of the common stock of MAX, which
has the exclusive right to manufacture and market a high performance, multi-
media add-in card providing both hardware and software for personal computers.
This card offers 22 different media functions, including full motion video
capture and editing; DVD movie playback and H Stop 324 video phone over standard
phone lines. Such card enhances the performance of computers, either as an add-
in at time of manufacture or installed into existing units. The card, with its
own inbuilt processor, has the ability to perform multi-media software
functions, simultaneously if need be, without detracting from the central
processor of the computer. Additional software can be added to the card as
developed.

The card was developed by Chromatic Research of California, and, subsequent
to its acquisition by the Company, MAX purchased the exclusive right to
manufacture and market the card by the acquisition of Chromatic's inventory of
partially completed units and components for a cost of approximately $550,000.
Assembly will be performed through independent contracts.

Since April 1998, the staff of MAX have applied themselves to the
development of a marketing campaign, including the purchase and registration of
trade marks, trade names, and the development of packaging materials. Target
markets are original equipment manufacturers, dealers and sellers in the
industry. Evaluation cards have begun to be offered to industry groups, and a
national marketing campaign is anticipated to commence in August 1998.

No revenues or expenses of MAX were incurred prior to March 31, 1998, and
none are included in the financial statements attached hereto or in any pro
forma data.

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

17
<PAGE>

While the Company believes that the MAX board fulfills functions that no
other single board can achieve, competition in the industry is extremely high,
and new developments and products are offered regularly. Marketing is being
targeted to original equipment manufacturers, dealers and resellers in the
industry. There is no assurance the marketing efforts for this computer card
will be successful.

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.

YEAR 2000

The Company does not expect any adverse consequences from the problems
arising in the computer industry upon the advent of the year 2000.

EMPLOYEES

The Company employs a total of 132 full-time persons, including 44 in its
HBG facility in St. George, Utah, 61 at its AmeraPress facility in Euless,
Texas, 4 in its technology division, 17 in its credit card verification
business, and six in its corporate headquarters, including three executive
personnel. The credit card verification business also relies on the sales
efforts of approximately 75 commission-only personnel. None of such persons is
represented by a union, and the Company believes its relations with its
employees is very good.

REGULATION

The Company's only regulatory issues not common to all businesses is the
oversight of its home-based business services and sales programs by the U.S.
Federal Trade Commission. The laws and regulations of the FTC provide for
consumer protection against false and misleading sales promotions, but do not
include any advance filing or approval requirements. The Company is required to
exercise supervision over the methods and content utilized in the marketing of
business opportunities, and it believes it is in compliance with these laws;
however, see Part II, Item 2, "Legal Proceedings".

LEGAL PROCEEDINGS

See "Management Discussion and Analysis or Plan of Operations - Recent
Developments - Federal Trade Commission." In addition to the refunds made in
such action, the Company also receives requests for refunds from time to time
from purchasers of HBG distributor materials, some of which also threaten
litigation if not paid. The Company's policy is to offer refunds for ten days,
after which it generally denies these requests, although the Company will often
seek a mutually satisfactory settlement of such claims.

OFFICES AND PRINTING FACILITY

On February 1, 1998, subsequent to the expiration of the Company's lease
from an unaffiliated party on its principal executive offices, located at 14990
Landmark Place, Suite 250, Dallas, Texas, the Company moved its principal
executive offices to 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 five management offices, 11 work
stations, state of the art computers, and related software. Monthly rent is
$22,020 through the remainder of a sixty-four month Lease Term, which expires
on May 31, 2003.

The Company has a renewal option to extend the Lease Term for one
additional period of five years, at a rental rate equal to the prevailing market
for such premises at that time.

18
<PAGE>

The Company's printing facility is located at 203 South Ector Drive,
Euless, Texas. The premises, which are leased from an unaffiliated party,
consist of approximately 19,777 square feet. Monthly rent is $3,500, commencing
January 1, 1996 through March 31, 1999. The Company has a renewal option to
extend the lease for one term of three years, at a monthly rental of $4,025.
The facility contains printing and pre-press equipment, including Polar cutting
machines, Challenge cutting machines, GBC double sided and single sided
laminating machines, multiple Cannon color processors, photo scanners, and
Macintosh computers. Approximately 1,500 square feet of this facility is used
for storage of executive office records, and for the shipping and programming of
CVP equipment. Pursuant to an Addendum to the lease, the Company has an
exclusive option to purchase the property, such option to terminate on March 31,
1999. The Company has the option to purchase the property and will consider the
possibility during 1998. The Company believes its current facilities are
adequate for its current needs.

The Company's facility which houses HBG is located in St. George, Utah.
The premises, which are leased from a company owned by a director of HBG,
consist of approximately 3,000 square feet. Monthly rent is $3,000 under a
month-to-month lease.

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

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

POSITION WITH SUBSIDIARIES
NAME AGE POSITION WITH COMPANY COMPANY(1)(2)(3)(4)
<S> <C> <C> <C>
Lawrence R. Biggs, Jr. 39 Chairman of the Board, (1)(2)(3)(4)
Chief Executive Officer (1)(2)

Donald G. McLellan 58 President, Secretary and
Director (1)(2)(3)(4)

Lawrence A. Cahill 61 Director (1)(2)

Ronald L. Brown 51 Director

Leslie D. Crone 45 Chief Financial Officer (1)(2)(4)

Delmar E. Guenther 60 (1)

Gwynda Gee 30 (2)

Kim Crowther 46 (3)

Brian Jenson 37 (3)

Gary Raabe 32 (4)
</TABLE>

(1) Officer and/or Director of Voxcom Systems, Inc.

(2) Officer and/or Director of AmeraPress, Inc.

19
<PAGE>

(3) Officer and/or Director of Home Business Group, Inc.

(4) Officer and/or Director of MAXpc Technologies, Inc.

LAWRENCE BIGGS is the founder of the Company and has been Chairman of the
Board and Chief Executive Officer of Voxcom Holdings, Inc., Voxcom Systems,
Inc., and AmeraPress, Inc. since June 1997. Mr. Biggs is Chairman of the Board
of Home Business Group, Inc., holding that position since August 1997. During
1988, Mr. Biggs was Vice president of Public Telecom Corporation; a private
company that developed a microprocessor controlled desktop telephone designed
for specific network access. From 1989 to 1994, Mr. Biggs was president and CEO
of Strategic Telecom, Inc. ("Strategic"). While associated with Strategic, he
developed and contracted for the manufacture of the Access Phone, a product
patented under his name for specific applications, some of which are used by
Voxcom. During the time Mr. Biggs was associated with Strategic, in excess of
150,000 Access Phones were placed in hotel rooms throughout the United States.
During 1993, Strategic's board of directors rejected the attempt of an investor
group to sell the company. The investor's group filed an involuntary Chapter 7
Bankruptcy Proceeding in the United States Bankruptcy Court, District of
Delaware in November, 1994, which was subsequently converted to a Chapter 11
Bankruptcy Proceeding in January, 1995 and confirmed by the Court in May 1995.
Mr. Biggs resigned as president and CFO in November 1993. Mr. Biggs was a
founding director of the National Pay Telephone Association in 1984. He
attended the University of Nevada, Las Vegas from 1977 to 1981.

DONALD G. MCLELLAN has been President of Voxcom Holdings, Inc. since June
1997, as well as Director of Voxcom Holdings, Inc., Voxcom Systems, Inc., and
AmeraPress, Inc. since that date. He has been a Director of Home Business
Group, Inc. since August 1997. Mr. McLellan is a native of Australia where he
was involved in the formation and capitalization of entrepreneurial companies
in various industries. In 1989, he found the initial investment monies for
Strategic Telecom, Inc., and acted as a consultant to the Company until 1992,
when he was appointed C.F.O. In November 1993, Mr. McLellan became C.E.O. of
Strategic, serving in that capacity throughout the company's Chapter 11
bankruptcy proceeding, and until the confirmation of its Plan of Reorganization
in May 1995. Mr. McLellan became a Fellow of the Institute of Chartered
Accounts (the Australian equivalent to Certified Public Accountant) in 1963.

LAWRENCE CAHILL has been a Director since June 1997. Mr. Cahill is the
President and Treasurer of Larken, Inc., a Cedar Rapids, Iowa-based hospitality
management company founded by Mr. Cahill and his brother in 1956. Larkin, Inc.
presently manages over fifteen hotels with approximately 3,500 rooms throughout
the continental United States and has been the largest franchiser of Holiday Inn
hotels. Mr. Cahill specializes in property acquisitions and private
investments.

RONALD L. BROWN has been a director since June, 1997. Mr. Brown is a
principal of the Dallas law firm of Glast, Phillips & Murray, P.C., which serves
as general counsel to the Company. He has been in the private practice of law
since 1975. In 1983-85, he was an adjunct professor of law at Southern
Methodist University. Mr. Brown serves on the Board of Directors of several
privately owned companies.

LESLIE D. CRONE, Chief Financial Officer, joined the Company in May 1998.
Prior to this, he was employed as a senior manager at a public accounting firm,
Grant Thornton, LLP, from November 1989 to November 1997. He was self-employed
from December 1997 to May 1998. Mr. Crone became a CPA in 1976.

DELMAR E. GUENTHER, President of Voxcom Systems, Inc., joined Voxcom
Systems, Inc., in August 1994, to help develop the banking and processing
systems for Voxcom Systems' CVP. Prior to 1994, he was self-employed as the
owner of Merchant Financial Systems.

GWYNDA GEE, President of AmeraPress, Inc., joined AmeraPress, Inc. as Vice
President of Operations in September 1996. In this capacity, Ms. Gee
restructured the customer service and production departments to maximize
employee efficiency, improve product quality and customer service. Ms. Gee was
named President of AmeraPress in January 1998. From November 1995 to August
1996, Ms. Gee was Vice President of Operations for Hardwarehouse. Ms. Gee was
Systems Director for Voxcom Systems from December 1994 to November 1995. Ms.
Gee jointed Strategic

20
<PAGE>

Telecom in 1989 and during the course of her tenure advanced to Systems Director
before her departure in December 1994. See the discussion above under Mr. Biggs
regarding the bankruptcy of Strategic Telecom.

KIM D. CROWTHER, President of Home Business Group, Inc. since April 1996.
Prior to that he was employed by Financial Freedom Reports, Inc. for at least
five years as a motivational speaker.

BRIAN JENSEN, Vice President and co-founder of Home Business Group, Inc.
since April 1996. From 1993 to the present he has served as President of
Vendworx, Incorporated, a supplier of candy vending machines.

GARY J. RAABE, CEO of MAXpc Technologies, Inc., since April 1998. Prior to
that, from 1993 to 1998, he was the owner and operator of Computer Broker. From
1991 to 1993, he was the operations manager of The Logic Approach. He has
specialized in the development of low cost telecomuting, televideo conferencing,
televideo marketing, video surveillance and video-configuration systems.

Directors serve for a term of one year or until their successors are
elected and qualified. Directors do not receive cash compensation for serving
as such.

Executive officers are appointed by and serve at the will of the Board of
Directors. There are no family relationships between or among any of the
directors or executive officers of the Company.

By virtue of their activities in founding and organizing the Company, as
well as their beneficial ownership of its voting securities, Lawrence R. Biggs,
Jr., Donald G. McLellan, and Lawrence A. Cahill may be deemed to be "promoters"
of the Company.

PROMOTERS

RELATED PARTY TRANSACTIONS

Lawrence R. Biggs, Jr., a director, executive officer and promoter of the
Company, acquired
30,000 shares of Voxcom Systems for $300 upon its organization in November
1994.

Lawrence Cahill, a director and promoter of the Company, acquired 50,000
shares of Voxcom Systems for $500.

Donald G. McLellan, a director, executive officer and promoter of the
Company, acquired 20,000 shares of Voxcom Systems for $200 and transferred
10,000 shares to Vision Finance and Management.

The Company acquired all of the issued and outstanding stock of Voxcom
Systems in exchange for 4,000,000 shares of the Company's voting Common Stock
and 4,000,000 Class A Warrants pursuant to an Agreement and Plan of
Reorganization, dated June 9, 1997 In connection with this transaction,
Lawrence R. Biggs, Jr. received 1,200,000 of such shares and 1,200,000 of such
warrants; Donald G. McLellan and Vision Finance and Management received 800,000
of such shares and 800,000 of such warrants, and Lawrence Cahill received
2,000,000 of such shares and 2,000,000 of such warrants. See Part I, Item 1,
"Description of Business--General" and Part I, Item 5, "Directors, Executive
Officers, Promoters and Control Persons."

21
<PAGE>

In June 1997, concurrent with the closing of the Agreement and Plan of
Reorganization, the Company acquired 10,000 shares of AmeraPress common stock,
representing 100% of shares outstanding, pursuant to a Stock Purchase Agreement
dated June 9, 1997. Such transaction resulted from an arms'-length negotiation
between the AmeraPress sellers (Messrs. Biggs, McLellan and Cahill), and the
prior management of the Company. The consideration for the sale of AmeraPress
common stock was a Promissory Note in the amount of $10,000,000 payable to
Messrs. Biggs, McLellan, and Cahill payable in 24 monthly installments of
principal plus interest on the unpaid balance at the prime rate, secured by a
Security Agreement-Pledge in favor of Messrs. Biggs, Cahill and McLellan as
Secured Parties. Messrs. Cahill, Biggs and McLellan realized a gain of
approximately $9.3 million on the sale of AmeraPress. In December 1997, the
Company requested and the holders agreed to exchange the remaining $8,000,000
amount of the Promissory Note for 80,000 shares of the Company's Series A
Preferred Stock, valued at $8,000,000. Such exchange was made in order to
improve the Company's financial condition and cash flow. See Item 8 "-
Description of Securities, Series A Preferred Stock."

In April 1998, Lawrence Cahill advanced $300,000 to pay the fees of law
firms representing the Company in the case against the Federal Trade Commission.
The Company repaid such loan without interest in June 1998.

In May 1998, the Company entered into a Consulting Agreement with Jande
International Holdings, LLC to provide consulting services consisting of
financial and securities advice and in connection therewith issued 110,000
shares of common stock valued at $275,000. An affiliate of Jande, Ely Mandell,
was the owner of 25% of the outstanding common stock of the Company prior to the
reorganization in June 1997.

In June 1998, the Company entered into a Consulting Agreement with S.G.
Financial, Inc., to provide consulting services consisting of exploring
marketing opportunities in Germany for the Company's products and securities,
and in connection therewith issued 30,000 shares of common stock valued at
$75,000. An affiliate of S.G. Financial, David Lezak, was a former director,
executive officer and owner of 25% of the common stock of the Company prior to
the reorganization in June 1997.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth certain information
regarding compensation paid during each of the three fiscal years ended June 30,
1998, 1997 and 1996, to the persons serving as the Company's chief executive
officer and each executive officer whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>

NAME AND PRINCIPAL FISCAL TOTAL REMUNERATION
POSITION YEAR SALARY COMMISSIONS/(2)/
- --------------------- --------- -------- ------------------
<S> <C> <C> <C>

Lawrence Biggs, 1998 $151,392 $562,252
Chairman 1997 151,392 384,655
1996/(1)/ 153,078 23,751

Donald G. McLellan, 1998 $102,000 $280,490
President 1997 102,000 192,328
1996/(1)/ 72,450 16,771

Gwynda Gee 1998 $101,458 $ 39,057
</TABLE>
_____________________

(1) Compensation paid by Voxcom Systems prior to acquisition by Voxcom
Holdings.

(2) Commissions paid are computed on a percentage of gross sales of AmeraPress
as follows: Lawrence Biggs -4%, Donald G. McLellan - 2%, and Gwenda Gee -
0.4%.

22
<PAGE>

There is no employment agreement with any executive officer. There are no
salary, bonus or incentive plans covering cash or securities except the
Company's 1997 Stock Bonus Plan relating to individuals or one-person service
corporations who render legal, professional, or consulting services to the
Company.

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as of June 30, 1998 with respect
to persons known to the Company to be the beneficial owners of more than 5% of
its Common Stock and with respect to the beneficial ownership of such Common
Stock by each director of the Company and by all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>

NUMBER OF SHARES NUMBER OF SHARES
(ASSUMING NO EXERCISE (ASSUMING EXERCISE
NAME AND ADDRESS OF OF CLASS A WARRANTS OF CLASS A WARRANTS
BENEFICIAL OWNER BY HOLDER) (1) PERCENT BY HOLDER)(1) PERCENT
- --------------------------- -------------------- ------- ------------------- -------
<S> <C> <C> <C> <C>
Lawrence R. Biggs, Jr. 1,070,000 17.6 2,158,000 30.1
8115 Preston Road
Eighth Floor-East
Dallas, Texas 75225

Lawrence A. Cahill 2,000,000 32.9 3,900,000 48.8
3330 Southgate, S.W.
Cedar Rapids, Iowa 52404

Donald G. McLellan(2) 800,000 13.1 1,460,000 21.7
8115 Preston Road
Eighth Floor-East
Dallas, Texas 75225

Ronald L. Brown 50,000 0.8 50,000 0.8
Suite 2200
One Galleria Tower
Dallas, Texas 75240

Directors and executive 4,332,500 71.2 7,980,500 82.0
officers as a group
(9 persons)
</TABLE>
_______________

(1) Messrs. Biggs, Cahill, McLellan and all executive officers and directors as
a group beneficially own Class A Warrants exercisable until June 1999 at a
price of $4.00 per share for 1,088,000, 1,900,000, 660,000 and 3,648,000
shares of Common Stock, respectively.

(2) Mr. McLellan has 50% voting and investment power in Vision Finance and
Management, a family company which owns of record 400,000 shares of Common
Stock and 400,000 Class A Warrants included in the table as being
beneficially owned by Mr. McLellan. His spouse owns the other 50% of
Vision Finance and Management.

The Company is not aware of any arrangement which might result in a change
in control in the future.

23
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 75,000,000 shares
of capital stock, composed of 25,000,000 shares of Common Stock, par value
$0.0001 per share, of which there were 6,085,771 shares outstanding as of June
30, 1998 ("Common Stock"), and 50,000,000 shares of Preferred Stock, par value
$.0001 per share ("Preferred Stock").

COMMON STOCK

Voting Rights. Each holder of shares of Common Stock is entitled to one
vote for each share of Common Stock for the election of directors and on each
other matter submitted to a vote of the stockholders of the Company. The
holders of Common Stock have exclusive voting power on all matters at any time.
No Preferred Stock with superior voting rights is issued and outstanding.

Liquidation Rights. Upon liquidation, dissolution or winding up of the
Company, holders of shares of Common Stock are entitled to share ratably in
distributions of any assets after payment in full or provision for all amounts
due creditors and provision for any liquidation preference of any other class or
series of stock of the Company then outstanding.

Dividends. Dividends may be declared by the Board of Directors and paid
from time to time to the holders of Common Stock, on such record dates as may be
determined by the Board of Directors, out of the net profits or surplus of the
Company.

WARRANTS

All stockholders of the Company hold 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, Class A Warrants expire in June
1999. If exercised, the holder will receive one Class B Warrant for each Class
A Warrant exercised. Each Class B Warrant entitles the holder to purchase one
share of common stock for $20.00. If not exercised, Class B Warrants expire in
June 2000. At June 30, 1998, there were 4,839,101 Class A Warrants and 160,835
Class B Warrants outstanding.

PREFERRED STOCK

The Board of Directors of the Company has the authority to divide the
Authorized Preferred Stock into series, the shares of each series to have such
relative rights and preferences as shall be fixed and determined by the Board of
Directors. The provisions of a particular series of Authorized Preferred Stock,
as designated by the Board of Directors, may include restrictions on the payment
of dividends on Common Stock. Such provisions may also include restrictions on
the ability of the Company to purchase shares of Common Stock or to purchase or
redeem shares of a particular series of Authorized Preferred Stock. Depending
upon the voting rights granted to any series of Authorized Preferred Stock,
issuance thereof could result in a reduction in the voting power of the holders
of Common Stock. In the event of any dissolution, liquidation or winding up of
the Company, whether voluntary or involuntary, the holders of each series of the
then outstanding Authorized Preferred Stock may be entitled to receive, prior to
the distribution of any asset or funds to the holders of Common Stock, a
liquidation preference established by the Board of Directors, together with all
accumulated and unpaid dividends. Depending upon the consideration paid for
Authorized Preferred Stock, the liquidation preference of Authorized Preferred
Stock and other matters, the issuance of Authorized Preferred Stock could result
in a reduction in the assets available for distribution to the holders of Common
Stock in the event of the liquidation of the Company.

As of June 30, 1998, the only outstanding Authorized Preferred Stock is (i)
a series of 100,000 authorized shares of Series A Preferred Stock of which
80,000 shares are outstanding and (ii) a series of 350,000 authorized shares of
Series B Preferred Stock, of which all 350,000 shares are outstanding.
Following is a brief summary of certain provisions of each of this Series of
Authorized Preferred Stock.

SERIES A PREFERRED STOCK

24
<PAGE>

Voting Rights. Holders of Series A Preferred Stock have no right to vote
their Shares, except that holders of Series A Preferred Stock, voting as a
separate class by majority vote, must approve any amendment to the Designation
of Rights and Preferences of Series A Preferred Stock, to (i) increase or
decrease the number of authorized shares of Series A Preferred Stock, (ii)
increase or decrease the Issue Price, (iii) effect an exchange, reclassification
or cancellation of all or part of the shares of Series A Preferred Stock, (iv)
effect an exchange, or create a right of exchange, of all or any part of the
shares of another class into shares of Series A Preferred Stock, (v) change the
designations, preferences, limitations, or relative rights of the Series A
Preferred Stock, (vi) change the shares of Series A Preferred Stock into the
shares of another class, or (viii) cancel or otherwise affect accumulated but
undeclared dividends on the Series A Preferred Stock.

Preemptive Rights. No holder of Series A Preferred Stock will be entitled
as a matter of right to subscribe or receive additional shares of any class of
stock of the Company, whether now or hereafter authorized, or any bonds,
debentures or other securities convertible into such stock.

Liquidation Rights. In the event of any liquidation, dissolution or winding
up of the Company, holders of Preferred Stock are entitled to be paid an amount
agreed to $100 per share. Such Preferred Stock before any accounts an
distributed to the holder of this Common Stock.

Conversion Rights. There are no conversion rights for holders of
Preferred Stock.

Dividends. The holders of Preferred Stock are not entitled to receive any
dividends.

Redemption Rights. The Preferred Stock is redeemable by the Company. The
redemption price is $100 per share.

SERIES B PREFERRED STOCK

Voting Rights. Holders of Series B Preferred Stock have no right to vote
their shares, except as mandated by law and except that holders of Series B
Preferred Stock, voting as a separate class by majority vote, must approve any
amendment to the Designation of Rights and Preferences of Series B Preferred
Stock, and any action of the Board of Directors, if such amendment or action
would (i) increase or decrease the number of authorized shares of Series B
Preferred Stock, (ii) increase or decrease the Issue Price (which is $10.00 per
share), (iii) effect an exchange, reclassification or cancellation of all or
part of the shares of Series B Preferred Stock, (iv) effect an exchange, or
create a right of exchange, of all or any part of the shares of another class
into shares of Series B Preferred Stock, (v) change the designations,
preferences, limitations, or relative rights of the Series B Preferred Stock,
(vi) change the shares of Series B Preferred Stock into the shares of another
class, or (viii) cancel or otherwise affect accumulated but undeclared dividends
on the Series B Preferred Stock.

Preemptive Rights. No holder of Series B Preferred Stock is entitled as a
matter of right to subscribe or receive additional shares of any class of stock
of the Company or any bonds, debentures or other securities convertible into
such stock.

Liquidation Rights. In the event of any liquidation, dissolution or winding
up of the Company, holders of Series B Preferred Stock are entitled to be paid
an amount per share equal to the Issue Price, plus any accumulated and unpaid
dividends, prior to any payments or distributions to the holders of Common
Stock, but on a pro rata basis with holders of Series A Preferred Stock.

Conversion Rights. Each share of Series B Preferred Stock is convertible,
at the option of the holder thereof at any time prior to redemption, into that
number of shares of Common Stock (the "Conversion Rate") determined by dividing
the Issue Price by the lesser of (i) $3.24375 or (ii) 80% of the average closing
bid price of the Common Stock in the over-the-counter market for the five
trading days preceding the date upon which notice of conversion is given. The
number of shares issuable upon conversion is also subject to certain anti-
dilution adjustments for stock splits and combinations, reclassifications and
mergers, consolidations or sales of all or substantially all of the assets of
the Company.

25
<PAGE>

Dividends. The holders of Series B Preferred Stock are entitled to receive
annual dividends in the amount of 5% of the Issue Price, payable quarterly in
cash or, at the option of the Company, in shares of Common Stock at the rate
equal to the Conversion Rate. Dividends are payable monthly and no dividend or
other distribution shall be paid on shares of Common Stock or any other class of
stock or series of Preferred Stock ranking equal or junior to the Series B
Preferred Stock until all cumulative dividends have been paid.

Redemption Rights. The Series B Preferred Stock is redeemable by the
Company so long as all dividends on Series B Preferred Stock have been paid or
set apart for payment. The redemption price per share is 120% of the Issue
Price of the shares redeemed, plus the amount of any unpaid accumulated
dividends to the date of redemption. Any record holder of Series B Preferred
Stock may convert such Series B Preferred Stock into Common Stock prior to such
date of redemption by delivering written notice to the Company of such holder's
election to convert all or a portion of such shares.

CERTAIN RIGHTS OF HOLDERS OF COMMON STOCK

The Company is a Nevada corporation organized under Chapter 78 of the
Nevada Revised Statutes ("NRS"). Accordingly, the rights of the holders of
Common Stock are governed by Nevada law. Moreover, the rights of holders of
Common Stock differ from the rights of such holders of equity in the corporation
or other entity acquired by virtue of different provisions appearing in the
Articles of Incorporation ("Articles") and bylaws of the Company. Although it
is impracticable to set forth all of the material provisions of the NRS or the
Company's Articles and bylaws, the following is a summary of certain significant
provisions of the NRS and/or the Company's Articles and bylaws that affect the
rights of securities holders.

POSSIBLE ANTI-TAKEOVER PROVISIONS

Special Meetings of Stockholders; Director Nominees. The Company's bylaws
and Articles provide that special meetings of stockholders may be called by
stockholders only if the holders of at least 66-2/3% of the Common Stock join in
such action. The bylaws and Articles also provide that stockholders desiring to
nominate a person for election to the Board of Directors must submit their
nominations to the Company at least 60 days in advance of the date on which the
last annual stockholders' meeting was held, and provide that the number of
directors to be elected (within the minimum -maximum range of 3-21 set forth in
the Articles and bylaws) shall be determined by the Board of Directors or by the
holders of at least 66 2/3% of the Common Stock. While these provisions of the
Articles and bylaws have been established to provide a more cost-efficient
method of calling special meetings of stockholders and a more orderly and
complete presentation and consideration of stockholder nominations, they could
have the effect of discouraging certain stockholder actions or opposition to
candidates selected by the Board of Directors and provide incumbent management a
greater opportunity to oppose stockholder nominees or hostile actions by
stockholders. The affirmative vote of holders of at least 66-2/3% of the Common
Stock is necessary to amend, alter or adopt any provision inconsistent with or
repeal any of these provisions.

Removal of Directors. The Articles of the Company provide that directors
may be removed from office only for "cause" by the affirmative vote of holders
of at least 66 2/3% of the Common Stock. "Cause" means proof beyond the
existence of a reasonable doubt that a director has been convicted of a felony,
committed gross negligence or willful misconduct resulting in a material
detriment to the Company, or committed a material breach of such director's
fiduciary duty to the Company resulting in a material detriment to the Company.
The inability to remove directors except for "cause" could provide incumbent
management with a greater opportunity to oppose hostile actions by stockholders.
The affirmative vote of holders of at least 66 2/3% of the Common Stock is
necessary to amend, alter or adopt any provision inconsistent with or repeal
this provision.

Control Share Statute. Sections 78.378 - 78.3793 of the NRS constitute
Nevada's control share statute, which set forth restrictions on the acquisition
of a controlling interest in a Nevada corporation which does business in Nevada
(directly or through an affiliated corporation) and which has 200 or more
stockholders, at least 100 of whom are stockholders of record and residents of
Nevada. A controlling interest is defined as ownership of Common Stock
sufficient to enable a person directly or indirectly and individually or in
association with others to exercise voting power over at least 20% but less than
33.3% of the Common Stock, or at least 33.3% but less than a majority of the
Common Stock, or a majority or more

26
<PAGE>

of the Common Stock. Generally, any person acquiring a controlling interest must
request a special meeting of stockholders to vote on whether the shares
constituting the controlling interest will be afforded full voting rights, or
something less. The affirmative vote of the holders of a majority of the Common
Stock, exclusive of the control shares, is binding. If full voting rights are
not granted, the control shares may be redeemed by the Company under certain
circumstances. If full voting rights are granted, stockholders voting against
such rights being granted may demand payment from the Company for the fair value
of their shares. The Board of Directors may adopt a resolution amending the
Bylaws within ten days following the acquisition of any controlling interest to
provide that the foregoing provisions shall not be applicable to such
acquisition. The Company does not believe the foregoing provisions of the NRS is
presently applicable to it because it does not presently conduct business in
Nevada; however, if in the future it does conduct business in Nevada then such
provisions may apply.

Business Combination Statute. Sections 78.411 - 78.444 of the NRS set
forth restrictions and prohibitions relating to certain business combinations
and prohibitions relating to certain business combinations with interested
stockholders. These Sections generally prohibit any business combination
involving the Company and a person that beneficially owns 10% or more of the
Common Stock (an "Interested Stockholder") (I) within five years after the date
(the "Acquisition Date") the Interested Stockholder became an Interested
Stockholder, unless, prior to the Acquisition Date, the Company's Board of
Directors had approved the combination or the purchase of shares resulting in
the Interested Stockholder becoming an Interested Stockholder; or (ii) unless
five years have elapsed since the Acquisition Date and the combination has been
approved by the holders of a majority of the Common Stock not owned by the
Interested Stockholder and its affiliates and associates; or (iii) unless the
holders of Common Stock will receive in such combination, cash and/or property
having a fair market value equal to the higher of (a) the market value per share
of Common Stock on the date of announcement of the combination or the
Acquisition Date, whichever is higher, plus interest compounded annually through
the date of consummation of the combination less the aggregate amount of any
cash dividends and the market value of other dividends, or (b) the highest price
per share paid by the Interested Stockholder for shares of Common Stock acquired
at a time when he owned 5% or more of the outstanding shares of Common Stock and
which acquisition occurred at any time within five years before the date of
announcement of the combination or the Acquisition Date, whichever results in
the higher price, plus interest compounded annually from the earliest date on
which such highest price per share was paid less the aggregate amount of any
cash dividends and the market value of other dividends. For purposes of these
provisions, a "business combination" is generally defined to include (I) any
merger or consolidation of the Company or a subsidiary with or into an
Interested Stockholder or an affiliate or associate; (ii) the sale, lease or
other disposition by the Company to an Interested Stockholder or an affiliate or
associate of assets of the Company representing 5% or more of the value of its
assets on a consolidated basis or 10% or more of its earning power or net
income; (iii) the issuance by the Company of any of its securities to an
Interested Stockholder or an affiliate or associate having an aggregate market
value equal to 5% or more of the aggregate market value of all outstanding
shares of the Company; (iv) the adoption of any plan to liquidate or dissolve
the Company proposed by or under an agreement with the Interested Stockholder or
an affiliate or associate; (v) any receipt by the Interested Stockholder or an
affiliate, except proportionately as a stockholder, of any loan, advance,
guarantee, pledge or other financial assistance or tax credit or other tax
advantage; and (vi) any recapitalization or reclassification of securities or
other transaction that would increase the proportionate shares of outstanding
securities owned by the Interested Stockholder or an affiliate. Sections 78.411
- - 78.444 of the NRS are presently applicable to the Company.

SPECIAL MEETINGS

The Company's bylaws and Articles provide that special meetings of the
stockholders of the Company may be called by the Chairman of the Board, the
Board of Directors or upon written request of stockholders holding not less than
66 2/3% of the Common Stock.

MERGERS, CONSOLIDATIONS AND SALES OF ASSETS

Nevada law provides that an agreement of merger or consolidation, or the
sale or other disposition of all or substantially all of a corporation's assets,
must be approved by the affirmative vote of the holders of a majority of the
voting power of the corporation (except that no vote of the stockholders of the
surviving corporation is required to approve a merger if certain conditions are
met, unless the articles of incorporation of such corporation states otherwise,
and except that no vote of stockholders is required for certain mergers between
a corporation and a subsidiary), but does not require the separate vote of each
class of stock unless the corporation's articles of incorporation provides
otherwise (except that class voting is

27
<PAGE>

required in a merger if shares of the class are being exchanged or if certain
other rights of the class are affected). The Company's Articles do not alter the
provisions of Nevada law.

DIRECTORS; REMOVAL OF DIRECTORS

Under Nevada law, the number of directors may be fixed by, or determined in
the manner provided in, the articles of incorporation or by-laws, and the Board
of Directors may be divided into classes as long as at least 25% in number of
the directors are elected annually. Nevada law further requires that a
corporation have at least one director. Directors may be removed under Nevada
law with or without cause by the holders of not less than two-thirds of the
voting power of the corporation, unless a greater percentage is set forth in the
articles of incorporation. See "-Possible Anti-Takeover Provisions - Removal
of Directors" and "---Classification of Directors", above, for a further
discussion.

LIMITATION ON LIABILITY OF DIRECTORS

Section 78.037 of the NRS provides that a Nevada corporation may limit the
personal liability of a director or officer to the corporation or its
stockholders for breaches of fiduciary duty, except that such provision may not
limit liability for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or payment of dividends or other
distributions in violation of the NRS. The Company's Articles provide that no
director shall be personally liable to the Company or its stockholders for
monetary damages or breach of fiduciary duty as a director, except for liability
(I) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) liability under the
NRS, or (iv) for any transaction from which the director derived an improper
personal benefit.

In the opinion of the Securities and Exchange Commission, the
indemnification and limitation of liability provisions described in
"--Indemnification of Directors and Officers", above, and "-- Limitation on
Liability of Directors" would not eliminate or limit the liability of directors
and officers under the federal securities laws.

AMENDMENTS TO BYLAWS

The Company's bylaws may be amended by the Board of Directors or
stockholders, provided, however that certain provisions can only be amended by
the affirmative vote of holders of at least 66 2/3% of the Common Stock. These
provisions relate to special meetings of stockholders, actions by written
consent of stockholders, nomination of directors by stockholders, proceedings
for the conduct of stockholder's meetings and the procedures for fixing the
number of and electing directors.

APPRAISAL RIGHTS

The NRS provides dissenting or objecting security holders with the right to
receive the fair value of their securities in connection with certain
extraordinary corporate transactions. These appraisal rights are available with
respect to certain mergers and share exchanges and in connection with the
granting of full voting rights to control shares acquired by an interested
stockholder. However, unless the transaction is subject to the control share
provisions of the NRS, a stockholder of a Nevada corporation may not assert
dissenters' rights, in most cases, if the stock is listed on a national
securities exchange or held by at least 2,000 stockholders of record (unless the
articles of incorporation expressly provide otherwise or the security holders
are required to exchange their shares for anything other than shares of the
surviving corporation or another publicly held corporation that is listed on a
national securities exchange or held of record by more than 2,000 stockholders).

DISTRIBUTIONS

Dividends and other distributions to security holders are permitted under
the NRS as authorized by a corporation's articles of incorporation and its board
of directors if, after giving effect to the distribution, the corporation would
be able to pay its debts as they become due in the usual course of business and
the corporation's total assets would exceed the sum of its total liabilities
plus (unless the articles of incorporation provide otherwise) the amount needed
to satisfy the preferential

28
<PAGE>

rights on dissolution of holders of stock whose preferential rights are superior
to those of the shares receiving the distribution.

PREEMPTIVE RIGHTS

Under the NRS, stockholders of Nevada corporations organized prior to
October 1, 1991 have preemptive rights unless the articles of incorporation
expressly deny those rights or the stock issuance is among those described in
Section 78.265 of the NRS. A stockholder who has preemptive rights is entitled,
on terms and conditions prescribed by the board of directors, to acquire
proportional amounts of the corporation's unissued or treasury shares in most
instances in which the board has decided to issue them. The Company's Articles
expressly deny availability of preemptive rights to the Company's stockholders.

CUMULATIVE VOTING

Under the NRS, the articles of incorporation of a corporation may provide
for cumulative voting, which means that the stockholders are entitled to
multiply the number of votes they are entitled to cast by the number of
directors for whom they are entitled to vote and then cast the product for a
single candidate or distribute the product among two or more candidates.
Cumulative voting is not available to stockholders of a Nevada corporation,
however, unless its articles expressly provide for that voting right, and the
Company's Articles do not contain a provision permitting stockholders to
cumulate their votes when electing directors.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by Glast, Phillips & Murray, a
Professional Corporation, Dallas, Texas. Ronald L. Brown, an attorney with Glast
Phillips & Murray, is a director of the Company and owns 50,000 shares of Common
Stock.

EXPERTS

The consolidated financial statements of the Company as of June 30, 1997
and for the year ended June 30, 1997, as listed below, included in this
Prospectus and the Registration Statement have been included herein in reliance
upon the report of Grant Thornton LLP, independent certified public accountants,
given on the authority of said firm as an expert in auditing and accounting.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S> <C>
Report of Independent Certified Public Accountants....................................... F-1

Consolidated Balance Sheets as of June 30, 1997 and March 31, 1998 (unaudited)........... F-2

Consolidated Statements of Earnings for the years ended June 30, 1996 (unaudited)........ F-3
and 1997 and the nine months ended March 31, 1997 (unaudited) and 1998 (unaudited)

Consolidated Statement of Stockholders' Equity (Deficit) for the years ended............. F-4
June 30, 1996 (unaudited) and 1997 and the nine months ended March 31, 1998 (unaudited)

Consolidated Statements of Cash Flows for the years ended June 30, 1996 (unaudited)...... F-5
</TABLE>

29
<PAGE>

<TABLE>
<S> <C>
and 1997 and the nine months ended March 31, 1997 (unaudited) and 1998 (unaudited)

Notes to Consolidated Financial Statements............................................... F-6
</TABLE>

30
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Voxcom Holdings, Inc.

We have audited the accompanying consolidated balance sheet of Voxcom Holdings,
Inc. and Subsidiaries as of June 30, 1997, and the related consolidated
statements of earnings, stockholders' equity (deficit), and cash flows for the
year 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the consolidated financial position of Voxcom Holdings,
Inc., and Subsidiaries as of June 30, 1997, and the consolidated results of
their operations and their consolidated cash flows for the year then ended, in
conformity with generally accepted accounting principles.

GRANT THORNTON LLP

Dallas, Texas
October 28, 1997

F-1
<PAGE>

VOXCOM HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
March 31,
ASSETS June 30, 1997 1998
------------- ------------
(unaudited)
<S> <C> <C>

CURRENT ASSETS
Cash and cash equivalents $ 375,687 $ 728,304
Inventories 363,409 378,312
Receivables - 411,465
Other current assets 41,618 408,371
------------- ------------

TOTAL CURRENT ASSETS 780,714 1,926,452

PROPERTY AND EQUIPMENT, AT COST
Machinery and equipment 323,606 679,227
Furnishings 103,281 451,609
------------- ------------
426,887 1,130,836
Less accumulated depreciation 117,895 188,306
------------- ------------
308,992 942,530

OTHER ASSETS 222,735 1,016,201
------------- ------------

$ 1,312,441 $ 3,885,183
============= ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Current maturities of notes payable to stockholders $ 5,000,000 $ 79,701
Accounts payable 536,953 2,285,710
Accrued expenses 66,551 619,323
Income taxes payable 194,541 533,323
------------- ------------

TOTAL CURRENT LIABILITIES 5,798,045 3,518,057

NOTES PAYABLE TO STOCKHOLDERS, LESS CURRENT MATURITIES 4,640,000 -

COMMITMENTS - -

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $100 par value; authorized, 50,000,000 shares;
issued and outstanding, 80,000 shares at March 31 (unaudited) - 8,000,000
Common stock, $.0001 par value; authorized, 25,000,000 shares;
issued and outstanding, 4,999,937 shares at June 30 and 5,574,937
shares at March 31 (unaudited) 500 557
Additional paid-in capital - 574,943
Accumulated deficit (9,126,104) (8,208,374)
------------- ------------
(9,125,604) 367,126
------------- ------------

$ 1,312,441 $ 3,885,183
============= ============
</TABLE>

F-2
<PAGE>

VOXCOM HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
Nine months ended
Year ended June 30, March 31,
------------------------------------- -------------------------------------
1996 1997 1997 1998
--------------- ----------------- --------------- -----------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>

Net sales $ 2,005,486 $ 13,420,766 $ 9,596,882 $ 17,002,945
Cost of sales 424,198 1,883,107 1,331,136 2,076,074
--------------- ----------------- --------------- -----------------

Gross profit 1,581,288 11,537,659 8,265,746 14,926,871

Selling, general and
administrative expenses 2,291,121 8,375,352 6,045,902 13,334,084
--------------- ----------------- --------------- -----------------

Operating income (loss) (709,833) 3,162,307 2,219,844 1,592,787

Interest expense - 44,247 - 141,734
--------------- ----------------- --------------- -----------------

Earnings (loss) before
income taxes (709,833) 3,118,060 2,219,844 1,451,053

Income taxes - 194,541 106,585 533,323
--------------- ----------------- --------------- -----------------

Net earnings (loss) $ (709,833) $ 2,923,519 $ 2,113,259 $ 917,730
=============== ================= =============== =================

Earnings (loss) per share - basic ( $.14) $ .17
=============== =================

Weighted average shares outstanding 4,999,937 5,507,938
=============== =================

Unaudited pro forma information (Note L):
Earnings before income taxes $ 3,118,060 $ 2,219,844
Pro forma income tax expense 1,153,682 821,342
----------------- ---------------

Pro forma net earnings $ 1,964,378 $ 1,398,502
================= ===============
Pro forma earnings per share - basic $ .39 $ .28
================= ===============

Weighted average shares outstanding 4,999,937 4,999,937
================= ===============
</TABLE>

F-3
<PAGE>

VOXCOM HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

Common stock Preferred stock Additional
-------------------------- -------------------------- paid-in Accumulated
Shares Amount Shares Amount capital deficit Total
------------ ------------ ----------- ------------- ---------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>

Balances at July 1, 1995 100,000 $ 1,000 - $ - $ 444,000 $ (714,290) $ (269,290)

Net loss for the year - - - - - (709,833) (709,833)

Capital contributions - - - - 850,000 - 850,000
------------ ------------ ----------- ------------- ---------------- ------------- --------------

Balances at June 30, 1996
(unaudited) 100,000 1,000 - - 1,294,000 (1,424,123) (129,123)

Reorganization (Note A)
Merger of
Voxcom Holdings, Inc.
And Voxcom Systems, Inc. 4,899,937 (500) - - (1,294,000) 1,294,500 -
Notes issued for
acquisition
of AmeraPress, Inc. - - - - - (10,000,000) (10,000,000)

Distributions to
stockholders - - - - - (1,920,000) (1,920,000)

Net earnings for the year - - - - - 2,923,519 2,923,519
------------ ------------ ----------- ------------- ---------------- ------------- --------------

Balances at June 30, 1997 4,999,937 500 - - - (9,126,104) (9,125,604)

Issuance of stock 575,000 57 - - 574,943 - 575,000

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

Net earnings for the period - - - - - 917,730 917,730
------------ ------------ ----------- ------------- --------------- ------------- --------------
Balances at March 31, 1998
(unaudited) 5,574,937 $ 557 80,000 $ 8,000,000 $ 574,943 $ (8,208,374) $ 367,126
============ ============ =========== ============= =============== ============= ==============
</TABLE>

F-4
<PAGE>

VOXCOM HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Nine months ended
Year ended June 30, March 31,
------------------------------ ------------------------------
1996 1997 1997 1998
-------------- -------------- -------------- --------------
(unaudited) (unaudited)

<S> <C> <C> <C> <C>
Cash flows from operating activities
Net earnings (loss) $ (709,833) $ 2,923,519 $ 2,113,259 $ 917,730
Adjustments to reconcile net earnings (loss)
to net cash provided by operating activities:
Write-off of receivables - 258,085 - 10,657
Depreciation and amortization 5,320 71,489 48,019 185,731
Stock issued for services - - - 25,000
Change in operating assets and liabilities
Receivables - - - (422,122)
Other current assets (354,940) 65,288 178,580 (366,753)
Inventories (60,354) (303,459) (356,855) (14,903)
Other assets (54,830) (67,898) (7,592) (358,786)
Accounts payable and accrued
expenses 466,759 149,245 36,574 2,301,529
Income taxes payable - 194,541 106,585 338,782
-------------- -------------- -------------- --------------

Net cash provided by (used in)
operating activities (707,878) 3,290,810 2,118,570 2,616,865

Cash flows from investing activities
Acquisition of property and equipment (120,687) (263,978) (227,918) (703,949)

Cash flows from financing activities
Capital contributions 850,000 - - -
Payments on notes payable to stockholders - (760,000) (400,000) (1,560,299)
Distributions paid to stockholders - (1,920,000) (1,225,000) -
-------------- -------------- -------------- --------------

Net cash used in financing activities 850,000 (2,680,000) (1,625,000) (1,560,299)

Net increase in cash 21,435 346,832 265,652 352,617

Cash at beginning of period 7,420 28,855 28,855 375,687
-------------- -------------- -------------- --------------

Cash at end of period $ 28,855 $ 375,687 $ 294,507 $ 728,304
============== ============== ============== ==============

Supplemental disclosure of cash flow information:
Interest paid $ - $ - $ - $ 185,981
Income taxes $ - $ - $ - $ -
Noncash investing and financing activities
Common stock issued for services and
noncompetition agreements $ - $ - $ - $ 575,000
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE>

VOXCOM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information with respect to March 31, 1998, the year ended June 30, 1996
and the nine month periods ended March 31, 1997 and 1998 is unaudited)

NOTE A - BASIS OF PRESENTATION

The accompanying financial statements include the accounts of Voxcom Holdings,
Inc. (Holdings) and its subsidiaries, Voxcom Systems, Inc. (Systems),
AmeraPress, Inc. (AmeraPress) and Home Business Group, Inc. (HBG),
collectively, "the Company."

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

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

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

Home Business Group, Inc. (HBG), a wholly-owned subsidiary, commenced
operations on October 1, 1997.

The financial statements include the operations of Systems and Voxcom Sales
from July 1, 1996 and AmeraPress and Holdings from June 17, 1997, and HBG from
October 1, 1997.

NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Business
--------

AmeraPress sells materials to home-based businesses and produces laminated,
customized sports, trading, and greeting cards sold by those businesses. HBG
conducts seminars and sells introductory kits to home-based businesses.
AmeraPress and its predecessor, Voxcom Sales, L.L.C., accounted for
approximately 89% of total revenues for the year ended June 30, 1997. Systems
sells and provides services related to credit card verification units for
merchants.

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

The Company charges advertising costs to expense when incurred. Advertising
costs for the year ended June 30, 1997 were approximately $213,000.

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.

F-6
<PAGE>

VOXCOM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information with respect to March 31, 1998, the year ended June 30, 1996
and the nine month periods ended March 31, 1997 and 1998 is unaudited)

NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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

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

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

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

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

Sales of products and services are recorded as products are shipped or services
are rendered.

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

The Company adopted Statement of Financial Accounting Standards No. 128 (SFAS
No. 128) effective December 31, 1997. In accordance with SFAS No. 128, the
Company computes basic earnings or loss per share based on 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 purchase warrants, had been
issued. For all periods presented, there was no dilutive effect from
outstanding stock purchase warrants.

The computation of weighted average shares outstanding gives retroactive effect
to the shares issued by Holdings in the acquisition of Systems (Note A).

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.

F-7
<PAGE>

VOXCOM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information with respect to March 31, 1998, the year ended June 30, 1996
and the nine month periods ended March 31, 1997 and 1998 is unaudited)

NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Interim Financial Statements
----------------------------

The accompanying interim financial statements are unaudited. They have been
prepared in accordance with generally accepted accounting principles for
interim financial information and Item 310(b) of Regulation S-B. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the interim periods are not necessarily indicative of the
results that may be expected for the full year.

NOTE C - ACQUISITION OF BUSINESS

Effective October 1, 1997, the Company acquired certain assets and liabilities
of a company engaged in the business of home-based business seminars for no
consideration. The acquisition was accounted for as a purchase, and the
financial statements include the operations of the acquired business since
October 1, 1997.

The following unaudited pro forma data presents combined net sales and net
earnings assuming the acquisition had taken place at the beginning of fiscal
1997. Pro forma net earnings reflect both the pro forma effect of income taxes
(see Note L) and the pro forma effect of the acquisition:

Nine months ended
Year ended March 31
June 30, 1997 1997 1998
------------- ----------- -----------------

Net sales $ 21,968,000 $16,261,000 $ 19,449,000
Net earnings 1,936,000 1,185,000 1,406,000
Earnings per share .39 .24 .26

NOTE D - OTHER ASSETS

Other assets consist of the following:

June 30, 1997 March 31, 1998
(unaudited)
------------- --------------

Deposits $ 221,689 $ 596,576
Noncompetition agreements - 400,305
Other 1,046 19,320
------------- --------------

$ 222,735 $ 1,016,201
============= ==============

During 1997, the Company issued 500,000 shares in exchange for non-compete
agreements with various individuals. The agreements are being amortized over
their respective lives, ranging from 32 to 60 months.

F-8
<PAGE>

VOXCOM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information with respect to March 31, 1998, the year ended June 30, 1996
and the nine month periods ended March 31, 1997 and 1998 is unaudited)

NOTE E - NOTES PAYABLE

Notes payable to stockholders are due in 24 equal monthly installments of
principal plus interest. The Company has the right to defer all or any part of
any 12 installments by paying all accrued interest required on the date of
payment, provided that all principal and interest shall be paid by June 11,
2001. The notes bear interest at prime, adjusted each December 31. The
interest rate at June 30, 1997 was 8.5%. The notes are collateralized by all
of the outstanding shares of AmeraPress.

In December 1997, $8,000,000 principal amount of notes were exchanged for
80,000 shares of preferred stock. The preferred stock pays no dividends and is
redeemable at the option of the Company.

NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of notes payable approximates carrying value because the notes
have variable interest rates. Due to their short-term nature, the fair value
of cash, cash equivalents and accounts payable approximates their carrying
value.

NOTE G - LEASE COMMITMENTS

The Company leases offices and warehouse space and equipment under various
noncancellable lease agreements. Total rent expense was $180,097 for the year
ended June 30, 1997. As of June 30, 1997, the future minimum rental payments
are as follows:

Year ending
June 30,
-----------

1998 $139,383
1999 111,096
2000 62,168
2001 56,958
2002 15,762
--------

$385,367
========

In February 1998, the Company entered into a new lease agreement for office
space with a five-year term. Monthly rental payments are approximately
$24,000.

NOTE H - INCOME TAXES

The provision for income taxes for the year ended June 30, 1997, consists of
the following:

Federal $ 52,257
State 142,284
---------

$194,541
========

F-9
<PAGE>

VOXCOM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information with respect to March 31, 1998, the year ended June 30, 1996
and the nine month periods ended March 31, 1997 and 1998 is unaudited)

NOTE H - INCOME TAXES - CONTINUED

Voxcom Sales, the predecessor to AmeraPress, was a limited liability company.
Therefore, federal income taxes on its earnings were the liability of its
stockholders. Following is a reconciliation of income taxes at the federal
statutory rate to income tax expense for the year ended June 30, 1997:

<TABLE>
<S> <C>
Tax at statutory rate $1,060,141
Earnings of Voxcom Sales, not subject to federal tax (838,629)
State income tax, net of federal benefit 131,646
Benefit of utilization of net operating loss carryovers of Systems (157,155)
Other (1,462)
----------

Income tax expense $ 194,541
==========
</TABLE>

At June 30, 1997, the Company had no remaining operating loss carryovers and no
material deferred income tax assets or liabilities.

NOTE I - STOCK PURCHASE WARRANTS

All stockholders of Holdings 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 $6.00. If not exercised, warrants expire in June 1999. If
exercised, the holder will receive one Class B warrant for each Class A
warrant. Each Class B warrant entitles the holder to purchase one share of
common stock for $20.00 and expires in June 1999.

At June 30, 1997, there were 4,999,937 Class A warrants outstanding; none had
been exercised.

In March 1998, the Company reduced the exercise price of the class A warrants
to $4.00.

F-10
<PAGE>

VOXCOM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information with respect to March 31, 1998, the year ended June 30, 1996
and the nine month periods ended March 31, 1997 and 1998 is unaudited)

NOTE J - INDUSTRY SEGMENTS

The Company operates in two industry segments, as described in Note B.

Financial information by segment as of June 30, 1997 and for the year then
ended is as follows:

<TABLE>
<CAPTION>
Home-based Credit card
businesses verification Corporate Consolidated
<S> <C> <C> <C> <C>

Sales to unaffiliated customers $12,008,786 $ 1,411,980 $ - $ 13,420,766
=========== ============ ========= ============

Operating income $ 2,700,086 $ 462,221 $ - $ 3,162,307
Corporate expenses - - (44,247) (44,247)
----------- ------------ --------- ------------

Earnings before income taxes $ 2,700,086 $ 462,221 $ (44,247) $ 3,118,060
=========== ============ ========= ============

Identifiable assets at June 30, 1997 $ 1,168,394 $ 144,047 $ - $ 1,312,441
=========== ============ ========= ============
Capital expenditures $ 250,208 $ 13,770 $ - $ 263,978
=========== ============ ========= ============
</TABLE>

Operating income is revenue less operating expenses, exclusive of corporate
interest expense.

NOTE K - FEDERAL TRADE COMMISSION SETTLEMENT (unaudited)

In April 1998, the Company and the Federal Trade Commission (FTC) agreed to a
compromise and settlement of a lawsuit filed by the FTC in February 1998. The
FTC had alleged violations of the FTC Act in connection with the Company's
business of marketing sales opportunities for home-based businesses.

The agreement resulted in refunds by the Company to distributors in the amount
of approximately $145,000 which were due at the time the lawsuit was filed,
plus an additional $320,000 which arose during the FTC's investigation after
the lawsuit was filed. The Company believes that many of the distributors were
led to believe during the investigation that the Company was being closed. The
Company has a policy of making refunds to distributors for a period of ten days
after receipt of goods.

Legal fees in connection with this matter were approximately $500,000.

F-11
<PAGE>

VOXCOM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information with respect to March 31, 1998, the year ended June 30, 1996
and the nine month periods ended March 31, 1997 and 1998 is unaudited)

NOTE L - PRO FORMA DATA

As discussed in Note G, Voxcom Sales was a limited liability company, and
income taxes on its earnings were the liability of its shareholders. The
unaudited pro forma income tax information included in the statements of
earnings presents income tax expense as though the Company had been subject to
federal and state income taxes for all periods presented.

F-12
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.751 of the Nevada Revised Statutes ("NRS") provides broad authority
for indemnification of directors and officers. The Articles of Incorporation of
Voxcom Holdings, Inc. (the "Registrant" or the "Company") provide for
indemnification of its officers and directors to the fullest extent permitted by
the NRS.

As permitted by Section 78.037 of the NRS, the Registrant's Articles of
Incorporation provide that a director shall not be liable for monetary damages
for breach of his fiduciary duty as a director except in certain limited
circumstances.

Each Selling Stockholder has agreed to indemnify the Registrant, the officers
and directors and controlling persons of the Registrant, and the employees of
the Registrant who sign the Registration Statement against certain liabilities
incurred in connection with this offering as the result of claims made under the
Securities Act of 1933 (the "Securities Act"), the Securities Exchange Act of
1934 (the "Exchange Act") or state law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Registration Fee . . . . . . . . . . . . . . . . . . . . . . . 3,348.21
Printing Expenses* . . . . . . . . . . . . . . . . . . . . . .
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . . .
Accounting Fees and Expenses*. . . . . . . . . . . . . . . . .
Blue Sky Fees* . . . . . . . . . . . . . . . . . . . . . . . .
Engineering Fees and Expenses* . . . . . . . . . . . . . . . .
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . ________
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . .$
========
- ------------------------
* Estimated

All of the above expenses will be paid by the Company.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following information sets forth certain information for all securities
the Company sold during the past three years without registration under the
Securities Act. All transactions were effected in reliance on the exemption
from registration afforded by Section 4(2) of the Securities Act for
transactions not involving a public offering. There were no underwriters in any
of these transactions.

II-1
<PAGE>

Pursuant to the Plan of Reorganization of Weaver Arms Corporation, a Nevada
corporation, as confirmed by the United States Bankruptcy Court, Central
District of California, on January 20, 1994, and in satisfaction of all approved
claims therein, the Company (then known as Newcorp One, Inc.) in June 1997
issued 1,000,000 post split shares of its Common Stock and 1,000,000 Class A
Warrants, to Weaver Arms' creditors, Certificate of Indebtedness holders,
shareholders, and administrative claimants.

In accordance with an Agreement and Plan of Reorganization, dated June 9,
1997, the Company issued 4,000,000 post-split shares of its Common Stock, and
4,000,000 post-split Class A Warrants and Class B Warrants, to Lawrence R.
Biggs, Jr., Lawrence A. Cahill, and Donald G. McLellan and Vision Finance and
Management, the shareholders of Voxcom Systems, Inc., in the amount of 1,200,000
shares, 2,000,000 shares, 400,000 shares and 400,000 shares, respectively.

Pursuant to the 1997 Stock Bonus Plan, the Company issued a total of 575,000
shares of its common stock at par to Rick Graf, Gwynda Gee, Ronald L. Brown, Kim
Crowther, Brian Jensen, and Herbert Sievers, for services provided to the
Company.

In December 1997, the Company issued 80,000 shares of Series A Preferred Stock
at an issue price of $100 per share to Messrs. Cahill, Briggs and McLellan in
conversion of $8,000,000 principal amount of promissory notes.

In April 1998, the Company issued 210,000 shares of Common Stock in connection
with the acquisition of the Company's computer based business for a recorded
issue price of $2.50 per share.

In May 1998, The Company issued 110,000 shares of Common Stock under a
Consulting Agreement with Jande International Holdings, LLC for consideration
consisting of future services to the Company.

In June 1998, the Company issued 350,000 shares of Series B Preferred Stock at
an issue price of $10 per share in cash to the Selling Stockholders.

In June 1998, the Company issued $400,000 of 5% Convertible Debentures.

In June 1998, the Company issued 30,000 shares of Common Stock under a
Consulting Agreement with S-G Consulting, Inc.

ITEM 27. EXHIBITS.

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

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

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

II-2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

5.1 Opinion of Glast, Phillips & Murray, a Professional
Corporation, concerning legality.*

II-3
<PAGE>

10.1 Consulting Agreement and Covenant Not to Compete, dated July 1,
1997, between the Company and Kim Crowther and Brian Jensen
(filed as Exhibit 10.01 to the Company's Form 10-SB, 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 Promissory Note and Purchase Money Security Agreement between
the Company and General Binding Corporation, dated March 27,
1997 (filed as Exhibit 10.03 to the Company's Form 10-SB, and
incorporated herein by reference).

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

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

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

21.1 Subsidiaries (filed as Exhibit 21.01to the Company's Form 10-
SB, and incorporated herein by reference).

23.1 Consent of Glast, Phillips & Murray, A Professional Corporation
(contained in Exhibit 5.1).

23.2 Consent of Grant Thornton LLP.*

24.1 Power of attorney from directors and officers (see signature
pages to this Registration Statement).

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

* Filed herewith.

ITEM 28. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
which, individually or together, represent a fundamental
change in the information set forth in this Registration
Statement; and

II-4
<PAGE>

(iii) To include any additional or changed material
information on the plan of distribution.

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

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

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

II-5
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on August 11, 1998.

VOXCOM HOLDINGS, INC.

By: /s/ Lawrence R. Biggs, Jr.
----------------------------------
Lawrence R. Biggs, Jr.
Chief Executive Officer and Director

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature to the
Registration Statement appears below hereby appoints Lawrence R. Biggs, Jr. and
Donald G. McLellan, or either one of them, as such person's attorney-in-fact
with full power to act alone, with full power of substitution or resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities to sign on such person's behalf, individually and in the capacities
stated below, and to file any and all amendments and post-effective amendments
to this Registration Statement, which amendment or amendments may make such
changes and additions as such attorney-in-fact may deem necessary or
appropriate.

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

/s/ Lawrence R. Biggs, Jr. Chief Executive Officer August 11, 1998
- ---------------------------- and Director (Principal
Lawrence R. Biggs, Jr. Executive Officer)

/s/ Donald G. McLellan Director August 11, 1998
- ----------------------------
Donald G. McLellan

/s/ Lawrence A. Cahill Director August 11, 1998
- ----------------------------
Lawrence A. Cahill

/s/ Ronald L. Brown Director August 11, 1998
- ----------------------------
Ronald L. Brown

/s/ Leslie D. Crone Principal Financial August 11, 1998
- ---------------------------- Officer, Controller and
Leslie D. Crone Principal Accounting
Officer

II-6

<PAGE>

EXHIBIT 5.1

GLAST, PHILLIPS & MURRAY
A PROFESSIONAL CORPORATION
2200 ONE GALLERIA TOWER
ATTORNEYS AND COUNSELORS 13355 NOEL ROAD, L.B. 48
DALLAS, TEXAS 75240-6657

TELEPHONE: (972) 419-8300
FAX: (972) 419-8329

August 11, 1998

Voxcom Holdings, Inc.
8115 Preston Rd, Eighth Floor East
Dallas, Texas 75225

Re: Form SB-2 Registration Statement relating to the registration of up to
5,000,000 shares of common stock, $0.0001 par value of Voxcom
Holdings, Inc.

Gentlemen:

We are acting as counsel for Voxcom Holdings, Inc., a Nevada corporation
(the "Company"), in connection with the filing under the Securities Act of 1933,
as amended, of a Registration Statement for the Company on Form SB-2 filed with
the Securities and Exchange Commission ("SEC") (the "Registration Statement"),
covering an aggregate of up to 5,000,000 shares (the "Shares") of common stock,
par value $0.0001 per share (the "Common Stock"), of the Company.

In that connection, we have examined the Form SB-2 Registration Statement
in the form to be filed with the SEC. We have also examined and are familiar
with the originals or authenticated copies of all corporate or other documents,
records and instruments that we have deemed necessary or appropriate to enable
us to render the opinion expressed below.

We have assumed that all signatures on all documents presented to us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof, that all information submitted to us was
accurate and complete and that all persons executing and delivering originals or
copies of documents examined by us were competent to execute and deliver such
documents. In addition, we have assumed that the Shares will not be issued for
consideration less than the par value thereof and that the form of consideration
to be received by the Company for the Shares will be lawful consideration under
the Nevada Revised Statutes, Chapter 78.

Based on the foregoing and having due regard for the legal considerations
we deem relevant, we are of the opinion that the Shares, or any portion thereof,
when issued as described in the Registration Statement, will be validly issued
by the Company, fully paid and nonassessable.

This opinion is limited in all respects to the laws of the United States of
America and the Nevada Revised Statutes, Chapter 78.
<PAGE>

We advise you that members of this firm own a total of 50,000 shares of
Common Stock of the Company.

This opinion may be filed as an exhibit to the Registration Statement.

Sincerely,

/s/ GLAST, PHILLIPS & MURRAY, P.C.

GLAST, PHILLIPS & MURRAY, P.C.

RLB/mdg

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------

We have issued our report dated October 28, 1997, accompanying the financial
statements of Voxcom Holdings, Inc., contained in the Registration Statements
and Prospectus. We consent to the use of the aforementioned report in the
Registration Statement and Prospectus, and to the use of our name as it appears
under the caption "Experts".

/s/ GRANT THORNTON LLP

GRANT THORNTON LLP

Dallas, Texas
August 10, 1998