VOXCOM HOLDINGS INC, SB-2, 1999-07-23

VOXCOM HOLDINGS INC
SB-2, 1999-07-23
CONSUMER CREDIT REPORTING, COLLECTION AGENCIES

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<PAGE>

As filed with the Securities and
Exchange Commission on July 23, 1999 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.
DBA MAX INTERNET COMMUNICATIONS, INC.
(Name of small business issuer in its charter)
<TABLE>
<CAPTION>

<S> <C> <C>
Nevada 3577 75-2715335
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
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 any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. [X]

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/(1)/ Share/(2)/ Price Fee(1)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.0001 par value 8,216,000 $3.94 $32,710,040 $9,000
==========================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate number of additional shares that may be issuable in
connection with share splits, share dividends or similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely
for the purpose of calculating the registration fee, based on the average of
the bid and asked prices for the company's common stock as reported within five
business days prior to the date of this filing.

___________________________________

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>

MAX INTERNET COMMUNICATIONS, INC.

8,216,000 Shares

Common Stock

This prospectus relates to the offer and sale of up to 8,216,000 shares of
common stock by certain of our stockholders. They are named under the heading
of "Selling Stockholders" appearing at page 6. We will not receive any of the
proceeds from the sale of common stock by the selling stockholders. We will pay
all expenses in connection with this offering, and the selling stockholders will
only be responsible for paying any sales or brokerage commissions or discounts
with respect to sales of their shares.

The selling stockholders may sell shares in the over-the-counter market or
on any stock exchange on which our common stock may be listed at the time of
sale. They may also sell shares 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. Brokers
or dealers may act as agents for the selling stockholders or may purchase any of
the shares as principal. If brokers or dealers purchase shares as principal,
they may sell such shares at market prices prevailing at the time of sale or at
negotiated prices.

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.

Our common stock is traded on the National Association of Securities
Dealers, Inc. OTC Bulletin Board under the symbol "MXIP". On June 30, 1999, the
closing bid price for our common stock was $4.78 per share.

For a discussion of certain considerations associated with the purchase of
the common stock offered hereby, see "Risk Factors" beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

, 1999
-------------------------
<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.

The Company

We conduct business under the name MAX Internet Communications, Inc. We
assemble through contractors and market a high performance, multi-media add-in
card. The card provides both hardware and software to personal computers,
emphasizing the ability to conduct video communications via the Internet. Our
address is 8115 Preston Road, Eighth Floor - East, Dallas, Texas 75225, and our
telephone number is (214) 691-0055, fax (214) 691-5984.

The Offering

8,216,000 shares of our issued and outstanding common stock are being
offered and sold by the selling stockholders. We will not receive any of the
proceeds from the sale of these shares.

Plan of Distribution

Sales of common stock may be made by or for the account of the selling
stockholders in the over-the-counter market or on any exchange on which our
common stock may be listed at the time of sale. Shares may also be sold 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. The selling stockholders must pay their own
commissions and absorb the discounts. Brokers or dealers used by the selling
stockholders may be deemed to be underwriters under the Securities Act of 1933.
In addition, the selling stockholders will be underwriters under the Securities
Act with respect to the common stock offered hereby.

Risk Factors

Investing in the common stock involves certain risks. You should review
these "Risk Factors" beginning on page 4.

================================================================================

2
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<TABLE>
=======================================================================================================================
Summary Financial Information

<CAPTION>
Year Ended June 30, Nine Months Ended March 31
------------------------ ----------------------------
(unaudited)
-----------

1997 1998 1998 1999
----------- ------------ ------------ -------------
Statement of Operations Data:
<S> <C> <C> <C> <C>
Net sales $ --- $ 7,736 $ --- $ 134,523
Gross profit --- 5,634 --- 81,678
Operating (loss) (561,149) (1,402,020) (1,073,352) (2,533,802)
Loss from continuing operations (605,396) (1,541,722) (1,213,054) (2,607,152)
Net earnings (loss) 2,923,519 (1,098,907) 917,730 (3,040,361)
Loss per share from continuing operations (.12) (.28) (.22) (.40)
Net earnings (loss) per share .58 (.20) .17 (.46)
</TABLE>

<TABLE>
<CAPTION>
Balance Sheet Data:
March 31, 1999
June 30, 1998 (unaudited)
--------------- ---------------

<S> <C> <C>
Total assets $3,583,002 $9,641,983

Working capital 1,875,819 7,831,813

Total liabilities 827,713 712,427

Stockholders' equity 2,755,289 8,929,556

=======================================================================================================================
</TABLE>
3
<PAGE>

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 our common stock.

Limited Operating History. We have a limited history of operations. We
were formed in accordance with a plan of reorganization of Weaver Arms
Corporation confirmed by the United States Bankruptcy Court in the Central
District of California on January 20, 1994. In June 1997, we acquired all of
the issued and outstanding common stock of Voxcom Systems, Inc. and AmeraPress,
Inc. and commenced business operations. Those companies have been closed or
sold.

We Face Uncertainty of Market Acceptance of our Products and Services.
Developing market acceptance for our products and services will require
substantial marketing and sales efforts and the expenditure of a significant
amount of funds. We cannot assure you that we can successfully develop or
position our products or services. We also cannot assure you that any marketing
efforts we undertake will result in increased demand for or market acceptance
of our products and services.

We Have Recently Changed the Focus of Our Business. During 1998, we
changed our business focus from marketing home based business opportunities to
the manufacture of computer hardware and software. The closing of our home
based business operations followed an action by the U.S. Federal Trade
Commission challenging our compliance with federal laws. We defended such
action and eventually settled the case with the Federal Trade Commission for a
$35,000 administration fee and payment of pending requests for refunds from
customers. However, we decided not to resume the home based business units.
Instead we decided to focus our resources in the computer products segment.

We Have Experienced Severe Cash Shortages and Other Liquidity Problems.
We experienced severe cash shortages resulting from the operations of the
discontinued businesses, plus the initial advertising, marketing, selling and
overhead expenses related to the new computer product. We met these needs
through the issuance of equity securities. We may require additional cash
infusions before operations return to profitability. We may also require
additional capital to finance the expected growth of our business, including the
build-up of accounts receivable and purchases of inventory.

Competition. Competition for computer software and equipment is
intense. New products and developments are announced regularly by larger and
more active competitors in the industry. We cannot assure you that we can
compete effectively.

We Depend on Key Personnel. We are highly dependent on our key
management personnel for current operations and the expansion of our markets and
products acceptance. The loss of one or more key persons could have a material
adverse effect on our business and results of operations.

Concentration of Ownership in Management. Members of the Board of
Directors and certain officers own an aggregate of approximately 40% of our
outstanding common stock as of the date of this prospectus. They have a
significant influence over the outcome of matters submitted to the stockholders
for approval, including election of our directors.

There is a Limited Market for Our Common Stock and it is Possible That
You Could Experience Volatility in Our Stock Prices. There is currently only a
limited trading market for our common stock. Our common stock trades on the OTC
Bulletin Board under the symbol "MXIP." The Bulletin Board is a limited market
and subject to substantial restrictions and limitations in comparison to the
Nasdaq System. A substantial trading market may not continue for our common
stock. Recent history relating to the market prices of newly public companies
indicates that there may be significant volatility in the market price of our
common stock.

Anti-Takeover Provisions. In addition to the voting control held by
officers and directors, we have in place certain agreements and provisions which
could hinder or preclude an unsolicited acquisition of the company. Our

4
<PAGE>

Articles of Incorporation authorize the Board of Directors to issue, without
stockholder authorization, shares of preferred stock, in one or more designated
series or classes. Our Articles or Bylaws also contain other provisions that
could hinder or preclude an unsolicited acquisition, including provisions that:

. limit the ability of stockholders to call special meetings unless called by
stockholders owning at least 66-2/3% of the common stock;

. prohibit removal of directors from office except for "cause" by the
affirmative vote of holders of at least 66-2/3% of the common stock; and

. prohibit amendment of certain provisions of the Bylaws except upon a vote
of 66-2/3% of the common stock.

We are also subject to Nevada statutes regulating business combinations.
Any of these agreements or provisions could discourage, hinder or preclude an
unsolicited acquisition 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.

Limitation of Liability. Nevada law 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 under certain
circumstances. Our Articles provide for the maximum limit of the personal
liability of officers and directors allowable under Nevada law.

Lack of Dividends. We do not anticipate paying any cash dividends on our
common stock in the foreseeable future. We will instead retain any profits to
fund growth and expansion.

Integration of Unspecified Acquisitions. A material element of our
strategy has been to expand our business through strategic acquisitions. While
we continuously evaluate opportunities to make strategic acquisitions, we have
no present commitments or agreements with respect to any material acquisitions.
Any acquisition could have an adverse effect upon our results while the acquired
business is adapting to our management and operating practices. In addition, we
cannot assure you that we will be able to establish, maintain or increase
profitability of an entity once it has been acquired. We may not be able to
obtain adequate financing for any acquisition on terms acceptable to us.

5
<PAGE>

SELLING STOCKHOLDERS

The following table sets forth as of June 30, 1999, the names of and
the number of shares that could be sold by each of the selling stockholders.

Percentage of Outstanding
Name Maximum Number Shares Owned Prior
- ---- of Sellable Shares to Offering
------------------- ------------------------

Jasper Resources, Ltd. 5,800,000 (1) 37.2

Kling, Jenko, Dr. Dehmel 1,200,000 7.7
Weltpapierdienstleistungs, A.G.

Mitchell Shapiro 100,000 (1) (2) 0.6

Gary Raabe 1,000,000 (1) (3) --

RFG Consulting 5,000 (4) --

3 J Interests 5,000 (4) --

Valentine's Net 1,000 (4) --

Ralph J. Powell 10,000 (4) 0.1

Charles Schwab FBO R. Jay 30,000 (4) 0.2
Powell III IRA #7196-2140

Bill Hatamyar 15,000 (4) 0.1

Ronald L. Brown 50,000 (5) 0.2

______________________

(1) 3,000,000 of the shares owned by Jasper Resources, Ltd., 800,000 shares
issuable to Gary Raabe and 100,000 owned by Mitchell Shapiro were
previously registered under a Form SB-2, file no. 333-61185. Such
registration statement will be canceled and replaced with this registration
statement upon its effectiveness.

(2) Represents shares to the person introducing Lloyd Wade Securities to the
company to provide investment banking and consulting services.

(3) Represents the maximum number of shares that may be purchased by Mr. Raabe
based upon options at $5.00 per share under an employment agreement.

(4) Represents shares that were purchased at $2.00 per share, the options
having been granted for introducing Jasper Resources, Ltd. to the company
to provide funding.

(5) Represents shares underlying warrants to purchase common stock at $1.25 per
share.

6
<PAGE>

PLAN OF DISTRIBUTION

The shares may be sold from time to time by the selling stockholders or by
pledges, 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 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
SEC, if required, pursuant to Rule 424 under the Securities Act, disclosing: (a)
the name of each such selling stockholder and of the participating broker or
dealer; (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 or dealer, where applicable; (e) that such broker or dealer 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.

7
<PAGE>

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Market Information

The company's common stock is traded in the over-the-counter market on the
Nasdaq OTC Bulletin Board under the symbol MXIP. The following table shows the
price range of the company's common stock since it was initially quoted in
November 1997 until June 30, 1999.
<TABLE>
<CAPTION>
BID ASK
Quarter Ended High Low High Low
- --------------- ------- ------ ----- -----
<S> <C> <C> <C> <C>

12-31-97 6-1/8 2 6-5/8 2-7/8
3-31-97 5-3/4 1-5/8 6-1/4 1-7/8
6-30-98 6 2-1/8 6-1/4 2-3/8
9-30-98 2-13/16 7/8 3 1
12-31-98 1-3/4 9/16 1-7/8 19/32
3-31-99 5-19/32 5/8 5-3/4 25/32
6-30-99 6-9/16 2-7/16 6-1/2 2-5/8

</TABLE>
Holders

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

Dividends

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS

General

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

This business was acquired on April 13, 1998. Therefore, revenues and
expenses include the operations of this business from the date of acquisition
for the year ended June 30, 1998, and for the nine months ended March 31, 1999.

The company previously operated businesses which:

Sold and distributed merchant credit card authorization and payment
systems;
Marketed home-based businesses through seminars; and
Produced customized printing for distribution by home-based businesses.

Each of these businesses was either sold or closed in the nine month period
ended March 31, 1999, and the financial statements for all periods presented
reflect them as discontinued operations.

The company has incurred overhead and interest expenses not directly
associated with the discontinued operations. The financial statements include
these expenses for all periods presented.

8
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SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>

Nine Months Nine Months
Year Ended Ended Ended
6/30/97 6/30/98 3/31/98 3/31/99
---------- ----------- ----------- -----------
(unaudited)
<S> <C> <C> <C> <C>
Statement of Operations Data

Net sales $ - $ 7,736 $ - $ 134,523
Gross Profit - 5,634 - 81,678
Operating (loss) (561,149) (1,402,020) (1,073,352) (2,533,802)
Loss from continuing operations (605,396) (1,541,722) (1,213,054) (2,607,152)

Net earnings (loss) 2,923,519 (1,098,907) 917,730 (3,040,361)
Loss per share from continuing operations (.12) (.28) (.22) (.40)
Net earnings (loss) per share .58 (.20) .17 (.46)

June 30, 1998 March 31, 1999
--------------- ----------------
(unaudited)
Balance Sheet Data

Total assets $ 3,583,002 $ 9,641,983
Working capital 1,875,819 7,831,813
Total liabilities 827,713 712,427
Stockholders' equity 2,755,289 8,929,556

</TABLE>

Results of Operations

Nine months ended March 31, 1999 compared to nine months ended March 31, 1998

Net Sales

Net sales from continuing operations of $134,523 for the nine months ended
March 31, 1999 were generated entirely from MAXpc, which was still in the
beginning stages of its business during this period. For the nine months ended
March 31, 1998, no sales were generated as there were no operating companies
that have not since been discontinued, and MAXpc had not yet been acquired.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 144% to $2,615,480
for the nine months ended March 31, 1999 from $1,073,352 for the nine months
ended March 31, 1998. This increase is due to advertising, marketing and selling
expenses related to the MAXpc product, amortization of payments made for
noncompetition agreements, purchased technology and consulting agreements, and
the overhead structure which was in place prior to the discontinuing Systems,
HBG and AmeraPress.

9
<PAGE>

Interest Expense

Interest expense of $73,350 for the nine months ended March 31, 1999 was
incurred primarily on the convertible debentures. This debt has been converted
to common stock, and no further interest is payable. The interest expense of
$139,702 for the nine months ended March 31, 1998 was incurred on debt to the
company's shareholders that sold AmeraPress to the company. This debt has been
converted to Series A Preferred Stock, and no further interest is payable.

Income Taxes

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

Discontinued Operations

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

Effective January 15, 1999, the company closed AmeraPress, as it had been
unable to generate sufficient business activity to justify its ongoing overhead
following the sale of HBG described above. Management intends to liquidate the
assets of AmeraPress and use the proceeds to make payments to creditors or sell
AmeraPress to a third party.

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

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

Net Sales

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

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 151% to $1,407,654 for
the year ended June 30, 1998 from $561,149 for the year ended June 30, 1997.
This increase is due to advertising, marketing and selling expenses related to
the MAXpc product, amortization of payments made for noncompetition agreements,
purchased technology and consulting agreements, and the overhead structure which
was in place prior to the discontinuing Systems, HBG and AmeraPress.

Interest Expense

The interest expense of $139,702 and $44,247 for the years ended June 30,
1998 and 1997, respectively, was incurred on debt to the company's shareholders
that sold AmeraPress to the company. This debt has been converted to Series A
Preferred Stock, and no further interest is payable.

Income Taxes

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

10
<PAGE>

Liquidity

Cash and cash equivalents increased $5,995,727 in the nine months ended March
31, 1999. Net cash used in operating activities for the period was approximately
$3,125,000, of which $633,000 was used in discontinued operations. Net cash used
in operating activities primarily consisted of the cash operating loss for the
period, plus increases in accounts receivable, inventories and other assets,
offset by an increase in accounts payable and accrued expenses.

Cash used in investing activities consisted of approximately $58,000 in
purchases of property and equipment.

Financing activities generated approximately $9,200,000, consisting primarily
of $12,800,000 from sales of common stock and $1,900,000 from collection of
amounts previously loaned to an affiliate, offset by the redemption of the
Series B preferred stock in the approximate amount of $3,800,000.

As a result of the above, working capital at March 31, 1999 increased
approximately 317%, to $7,832,000, from $1,876,000 at March 31, 1998. Management
believes this working capital will be sufficient to meet ongoing overhead
expenses, plus pursue an aggressive advertising and marketing campaign for the
MAXpc product. Future cash resources available to the company are expected to
come from profitable operations. Should the need arise for further funding for
increases in inventories or receivables or for capital equipment, the company
would address the possibility of lines of credit from lending authorities and
new issues of capital stock. There is no assurance these resources will be
available to the company.

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 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.

11
<PAGE>

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

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

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

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

12
<PAGE>

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.

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

Effective February 19, 1999, the company closed Systems, as it had been
unable to generate sufficient business activity to justify its ongoing overhead
following the sale of HBG and the closure of AmeraPress described above.
Management intends to liquidate the assets of Systems and use the proceeds to
make payments to creditors or sell the company to a third party.
See "Management -- 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.

Products

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

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

Such card enhances the performance of computers, either as an add-in at time
of manufacture or installed into existing units. The card, with its own inbuilt
processor, has the ability to perform multi-media software functions,

13
<PAGE>

simultaneously if need be, without detracting from the central processor of the
computer. Additional software can be added to the card as developed.

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

As MAX is in the early stages of its operation, an insignificant amount of
revenues and expenses of MAX were incurred prior to June 30, 1998.

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

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

Environmental Impact

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

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

Regulation

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

Legal Proceedings

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

14
<PAGE>

Offices and Warehouse Facility

The company's principal executive offices are located at 8115 Preston Road,
Suite 800, Dallas, Texas 75225. The premises, which are leased from an
unaffiliated party, consist of 11,010 square feet. The executive office
facility contains management offices, work stations, 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.

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

The company's warehouse facility is located at 203 S. Ector Drive, Euless,
Texas. The premises, which are leased from an unaffiliated party, consist of
approximately 2,000 square feet. Monthly rent is $2,824 under a month-to-month
lease.

15
<PAGE>

MANAGEMENT

Directors and Executive Officers
<TABLE>
<CAPTION>

Name Age Position with Company

<S> <C> <C>
Lawrence R. Biggs, Jr. 40 Chairman of the Board,
Chief Executive Officer

Donald G. McLellan 59 President, Secretary and
Director

Lawrence A. Cahill 62 Director

Ronald L. Brown 52 Director

Harold L. Clark 63 Director

Brahil Santos 35 Director

Brian K. Norman 26 Director

Leslie D. Crone 46 Chief Financial Officer

Gwynda Gee 31 Vice President of Operations

Gary Raabe 33 Chief Technical Officer

</TABLE>

Lawrence Biggs is the founder of the company and has been Chairman of the
Board and Chief Executive Officer since June 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"), which manufactured a product known as the Access Phone, that
was placed in more than 100,000 hotel rooms throughout the United States. 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 and director since June 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 until
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 Larkin, 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.

Harold L. Clark has been a director since June, 1999. From August 1995 until
December 1998, he was chairman of XCD, Inc., a manufacturer of printer
networking equipment. From February 1993 until August 1995,

16
<PAGE>

he was president and chief executive officer of Ameriquest Technologies, Inc., a
system integrater and value-added resaler and distributor. Prior to that he
served as president of Everex Systems, Inc. and of Ingram Micro.

Brahil Santos has been a director since June 1999. From 1995 to 1999 he has
served as Vice President of Phones for All Corporation.

Brian K. Norman has been a director since June 1999. Since March 1997, he
has been an attorney in private practice with the Law Offices of Joseph E.
Ashmore, Jr., P.C., and was a student prior to that.

Leslie D. Crone, Chief Financial Officer, joined the company in May 1998.
Prior to this, he was employed in the practice of public accounting for
approximately 20 years. He was a partner in the firm of McGladrey & Pullen from
1984 through 1989 and a senior manager in the firm of Grant Thornton, LLP, from
1992 to 1997. He was self-employed from December 1997 to May 1998. Mr. Crone
became a CPA in 1976.

Gwynda Gee, Vice President of Operations of MAX since March 1999, originally
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 joined Strategic Telecom in 1989 and during the
course of her tenure advanced to Systems Director before her departure in
December 1994.

Gary J. Raabe, Chief Technical Officer of MAX 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 telecommuting, 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.

Promoters

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.

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

17
<PAGE>

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 "Business--General."

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 "Description of
Capital Stock, 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, Daniel 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.

In November 1998 through January 1999, Lawrence Cahill purchased 644,000
shares of common stock directly from the company at $1.25 per share, for a total
purchase price of $805,000.

In January - February 1999, Lawrence Cahill advanced $200,000 to pay general
operating expenses. The company repaid such loans, with interest at 8%, in
April 1999.

18
<PAGE>

Executive Compensation

The following summary compensation table sets forth certain information
regarding compensation paid during each of the three fiscal years ended June 30,
1999, 1998 and 1997, to the persons serving as the company's chief executive
officer and each executive officer whose annual compensation exceeded $100,000.
<TABLE>
<CAPTION>

Long-term Compensation
----------------------
<S> <C> <C>

Annual Compensation Awards Payouts
---------------------- ------------------------ ------------------------
</TABLE>

<TABLE>
<CAPTION>
Name and Restricted Securities
Principal Fiscal Commis- Stock Underlying LTIP All Other
Position Year Salary sions /(2)/ Awards Options/SAR's Payouts Compensation
- --------- ------ ------ ----------- ------ ------------- ------- ------------

<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence R. 1999 $151,392 $103,169 $1,600,000 400,000 0 0
Biggs, Jr. 1998 151,392 562,252 0 0 0 0
Chairman 1997 151,392 384,655 0 0 0 0

Donald G. 1999 $102,000 $ 52,084 $1,600,000 400,000 0 0
McLelland, 1998 102,000 280,490 0 0 0 0
President 1997 102,000 192,328 0 0 0 0

Gwynda Gee 1999 $105,076 $ 13 $ 130,000 62,500 0 0
Vice President 1998 101,458 39,057 0 0 0 0
</TABLE>
_____________________

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

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

There are employment agreements with all executive officers except Mr. Biggs
and Mr. McLellan. 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, and the 1999 Stock Option Plan.

1999 Stock Option Plan

The MAX Internet Communications, Inc. 1999 Stock Option Plan (the "1999
Option Plan") provides for the grant to eligible employees and directors of
options for the purchase of common stock. The 1997 Option Plan covers, in the
aggregate, a maximum of 1,600,000 shares of common stock and provides for the
granting of both incentive stock options (as defined in Section 422 of the
Internal Revenue Code of 1986) and non qualified stock options (options which do
not meet the requirements of Section 422). Under the 1999 Option Plan, the
exercise price may not be less than the fair market value of the common stock on
the date of the grant of the option. As of June 30, 1999, options for 1,507,500
shares had been granted under the 1999 Option Plan at an exercise price ranging
from $0.80 to $4.00.

19
<PAGE>

The Board of Directors administers and interprets the 1999 Option Plan and is
authorized to grant options thereunder to all eligible employees of the company,
including officers. The Board of Directors designates the optionees, the number
of shares subject to the options and the terms and conditions of each option.
Options under the 1999 Option Plan generally vest over a five year period.
Certain changes in control of the company will cause the options to vest
immediately. Each option granted under the 1999 Option Plan must be exercised,
if at all, during a period established in the grant which may not exceed 10
years from the later of the date of grant or the date first exercisable. An
optionee may not transfer or assign any option granted and may not exercise any
options after a specified period subsequent to the termination of the optionee's
employment with the company.

1997 Stock Bonus Plan

The 1997 Stock Bonus Plan (the "1997 Plan") provides for the grant to key
executive and consulting personnel of the right to buy shares of common stock as
determined by a grant of the Board of Directors.

A total of 750,000 shares were reserved for issuance under the 1997 Plan, at
a purchase price equal to the par value of the shares. A total of 575,000
shares were issued in August 1997, of which 200,000 shares were redeemed in 1998
in connection with the sale of a subsidiary company.

The 1997 Plan expired by its terms on September 30, 1997, and no further
shares will be issued thereunder.

20
<PAGE>

PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as of June 30, 1999, with respect
to persons known to the company to be the beneficial owners of more than 5% of
its voting securities 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>

Common Stock
- ------------

Lawrence R. Biggs, Jr./(1)/ 1,470,000 9.2 2,528,000 14.8
8115 Preston Road, 8th Fl. E
Dallas, Texas 75225

Lawrence A. Cahill/(1)/ 3,082,000 19.3 4,932,000 27.7
3330 Southgate, S.W.
Cedar Rapids, Iowa 52404

Jasper Resources, Ltd. 5,800,000 37.2 5,800,000 30.3
Tavora, 98 Centro
Telemaca, Borba,
Parana, Brazil

Kling, Jenko, Dr. Dehmel 1,200,000 7.7 1,200,000 6.3
Weltpapierdienstleistungs, A.G.
Goethestrasse 7
60313 Frankfurt A.M. Germany

Donald G. McLellan(1)(2) 1,187,000 7.4 1,827,000 11.0
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225

Ronald L. Brown /(3)/ 200,000 1.3 200,000 1.0
13355 Noel Road, Suite 2200
Dallas, Texas 75240

Directors and executive 7,069,000 39.5 10,617,000 49.6
officers as a group
(10 persons)/(4)/
______________________
</TABLE>
(1) Includes options to purchase 400,000 shares.
(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 share amounts include options to purchase
400,000 shares.
(3) Includes option to purchase 150,000 shares.
(4) Includes option to purchase 2,312,000 shares.

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

21
<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 ("common stock"), of which there were 15,572,823 shares outstanding as
of June 30, 1999, 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

Certain stockholders of the company hold one Class A Warrant for each common
share owned 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 2001.
For Class A warrants exercised before May 1999, the holder received one Class B
Warrant for each Class A Warrant exercised. Each Class B Warrant entitled the
holder to purchase one share of common stock for $20.00. All Class B Warrants
have been redeemed. At June 30, 1999, there were 4,426,587 Class A 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, 1999, 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 have been converted into common
stock and canceled. Following is a brief summary of certain provisions of each
outstanding authorized preferred stock.

22
<PAGE>

Series A Preferred Stock

There were 80,000 shares of Series A Preferred Stock outstanding on June 30,
1999, owned by Larry Cahill (40,000 shares), Lawrence R. Biggs, Jr. (24,000
shares), Donald G. McLellan (8,000 shares), and Vision Finance & Management
(8,000 shares).

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
equal to $100 per share. Such Preferred Stock amount is to be paid before any
amounts are distributed to the holders of the 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

No shares of Series B Preferred Stock are currently outstanding or
anticipated to be reissued.

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

23
<PAGE>

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 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

24
<PAGE>

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 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.

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.

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.

25
<PAGE>

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 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 and options to acquire 150,000 shares of common stock. Another member of
the firm owns warrants to purchase 30,000 shares of common stock.

EXPERTS

The consolidated financial statements of the company as of June 30, 1998
and 1997 and for the years ended June 30, 1998 and 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.

26
<PAGE>

AVAILABLE INFORMATION

The company has filed under the Securities Act with the Securities and
Exchange Commission a Registration Statement on Form SB-2 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, 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.

27
<PAGE>

INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

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

Consolidated Balance Sheets as of June 30, 1998 and March 31, 1999 (unaudited) ..... F-2

Consolidated Statements of Operations for the years ended June 30, 1997 and 1998 ... F-3
and the nine months ended March 31, 1998 and 1999 (unaudited)

Consolidated Statement of Stockholders' Equity (Deficit) for the years ended
June 30, 1997 and 1998 and the nine months ended March 31, 1999 (unaudited) ........ F-4

Consolidated Statements of Cash Flows for the years ended June 30, 1997 and 1998
and the nine months ended March 31, 1998 and 1999 (unaudited) ...................... F-6

Notes to Consolidated Financial Statements ......................................... F-9
</TABLE>

28
<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, 1998 and the related consolidated
statements of operations, stockholders' equity (deficit), and cash flows for
each of the two years in the period then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the consolidated financial position of Voxcom Holdings,
Inc., and Subsidiaries as of June 30, 1998, and the consolidated results of
their operations and their consolidated cash flows for each of the two years in
the period then ended, in conformity with generally accepted accounting
principles.

GRANT THORNTON LLP

Dallas, Texas
September 18, 1998 (except with respect
to the discontinuance of operations
discussed in Note C, as to which the
date is February 19, 1999)

F-1
<PAGE>

Voxcom Holdings, Inc.

CONSOLIDATED BALANCE SHEETS

June 30, 1998 and March 31, 1999
<TABLE>
<CAPTION>

June 30, March 31,
ASSETS 1998 1999
------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,774,091 $ 7,769,818
Accounts receivable 3,066 64,651
Inventories 423,250 586,670
Prepaid expenses 103,125 39,126
Net assets of discontinued operations - 83,975
------------ ------------
Total current assets 2,303,532 8,544,240

PROPERTY AND EQUIPMENT, AT COST
Machinery and equipment 16,669 32,589
Furnishings 18,848 60,858
------------ ------------
35,517 93,447
Less accumulated depreciation 3,100 23,325
------------ ------------
32,417 70,122

OTHER ASSETS 1,247,053 1,027,621
------------ ------------

$ 3,583,002 $ 9,641,983
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 250,173 $ 319,033
Accrued expenses 123,949 182,815
Notes payable to officers - 210,579
Net liabilities of discontinued operations 53,591 -
------------ ------------

Total current liabilities 427,713 712,427

LONG-TERM DEBT 400,000 -

COMMITMENTS AND CONTINGENCIES - -

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value; Series A, authorized, 100,000
shares; issued and outstanding, 80,000 shares 8,000,000 8,000,000
Preferred stock, $.0001 par value; Series B convertible, authorized,
350,000 shares; issued and outstanding, 350,000 shares at
June 30, 1998 3,500,000 -
Common stock, $.0001 par value; authorized, 25,000,000 shares;
issued and outstanding, 6,085,772 shares at June 30, 1998
and 14,805,386 shares at March 31, 1999 609 1,481
Additional paid-in capital 1,479,691 14,539,607
Accumulated deficit (10,225,011) (13,399,032)
------------ ------------
2,755,289 9,142,056
Less 200,000 shares of common stock in treasury - at cost - (212,500)
------------ ------------
2,755,289 8,929,556
------------ ------------

$ 3,583,002 $ 9,641,983
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.

F-2
<PAGE>

Voxcom Holdings, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Nine months
Year ended June 30, ended March 31,
------------------------- --------------------------
1997 1998 1998 1999
----------- ------------ ------------ ------------
(unaudited)
<S> <C> <C> <C> <C>

Net sales $ - $ 7,736 $ - $ 134,523
Cost of sales - 2,102 - 52,845
---------- ----------- ----------- -----------

Gross profit - 5,634 - 81,678

Selling, general and administrative
expenses 561,149 1,407,654 1,073,352 2,615,480
---------- ----------- ----------- -----------

Operating loss (561,149) (1,402,020) (1,073,352) (2,533,802)

Interest expense 44,247 139,702 139,702 73,350
---------- ----------- ----------- -----------

Loss from continuing operations (605,396) (1,541,722) (1,213,054) (2,607,152)

Discontinued operations
Earnings (loss) from operations 3,528,915 442,815 2,130,784 (2,338,703)
Gain on disposal - - - 1,905,494
---------- ----------- ----------- -----------
3,528,915 442,815 2,130,784 (433,209)
---------- ----------- ----------- -----------

Net earnings (loss) 2,923,519 (1,098,907) 917,730 (3,040,361)

Preferred stock dividends - - - (133,660)
---------- ----------- ----------- -----------

Net earnings (loss) allocable to
common stockholders $2,923,519 $(1,098,907) $ 917,730 $(3,174,021)
========== =========== =========== ===========

Earnings (loss) per share - basic and diluted
Continuing operations $ (.12) $ (.28) $ (.22) $ (.40)
Discontinued operations .70 .08 .39 (.06)
---------- ----------- ----------- -----------

Net earnings (loss) $ .58 $ (.20) $ .17 $ (.46)
========== =========== =========== ===========

Weighted average shares outstanding 4,999,937 5,516,228 5,507,938 6,912,105
========== =========== =========== ===========

</TABLE>

The accompanying notes are an integral part of these statements.

F-3
<PAGE>

Voxcom Holdings, Inc.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

Series A Series B
Preferred stock Preferred stock Common stock Additional
------------------ ------------------- ------------------ paid-in Accumulated Treasury
Shares Amount Shares Amount Shares Amount capital deficit stock
------ ---------- ------- ---------- --------- ------- ------------ ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Balances at July 1, 1996 - $ - - $ - 100,000 $1,000 $ 1,294,000 $ (1,424,123) $ -

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) -

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

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

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

Issuance of common stock - - - - 925,000 93 1,449,907 - -

Sale of preferred stock - - 350,000 3,500,000 - - (613,540) - -

Exercise of warrants - - - - 160,835 16 643,324 - -

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

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

Balances at June 30, 1998 80,000 $8,000,000 350,000 $3,500,000 6,085,772 $ 609 $ 1,479,691 $(10,225,011) $ -
------ ---------- ------- ---------- --------- ------ ----------- ------------ --------
</TABLE>

F-4
<PAGE>

Voxcom Holdings, Inc.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

Series A Series B
Preferred stock Preferred stock Common stock Additional
------------------- --------------------- ------------------ paid-in Accumulated Treasury
Shares Amount Shares Amount Shares Amount capital deficit stock
------ ----------- -------- ----------- ---------- ------ ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales of
common stock - $ - - $ - 7,694,000 $ 769 $12,857,181 $ - $ -

Conversion of
debentures, including
interest - - - - 364,716 37 403,095 - -

Dividends on Series
B preferred stock
Paid in common stock - - - - 113,697 11 91,695 (91,706) -
Paid in cash - - - - - - - (41,954) -

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

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

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

Net loss for
the period - - - - - - - (3,040,361) -
------ ----------- -------- ----------- ---------- ------ ------------- ------------- -----------

Balances at
March 31, 1999
(unaudited) 80,000 $8,000,000 - $ - 14,805,386 $1,481 $14,539,607 $(13,399,032) $ 212,500
====== ========= ======== ========= ========== ===== ========== =========== =========

</TABLE>

The accompanying notes are an integral part of this statement.

F-5
<PAGE>

Voxcom Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended June 30, 1998 and 1997

Year ended June 30, Nine months ended March 31,
------------------------- -----------------------------
1997 1998 1998 1999
----------- ------------ ------------- --------------
(unaudited)
<S> <C> <C> <C> <C>

Cash flows from operating activities
Net earnings(loss) $ 2,923,519 $(1,098,907) $ 917,730 $(3,040,361)
Loss (gain) from discontinued operations (3,528,915) (442,815) (2,130,784) 433,209
Adjustments to reconcile net earnings
(loss) to net cash provided (used) by
operating activities
Depreciation and amortization - 195,087 115,320 486,907
Stock issued for services - 25,000 25,000 -
Change in operating assets and
liabilities
Prepaid expenses - - (45,264) (11,001)
Accounts receivable - (2,566) - (61,585)
Inventories - (423,250) - (163,420)
Other assets - (117,165) - (266,000)
Accounts payable and accrued
expenses 44,247 329,875 427,871 130,858
---------- ----------- ----------- -----------

Net cash used by continuing
operations (561,149) (1,534,741) (690,127) (2,491,393)

Net cash provided (used) by discontinued
operations 2,841,149 (1,054,549) 2,275,550 ( 633,275)
---------- ----------- ----------- -----------

Net cash provided (used)
by operating activities 2,280,000 (480,192) 1,585,423 (3,124,668)

Cash flows from investing activities
Purchase of property and equipment - (35,517) (25,125) (57,930)
</TABLE>

F-6
<PAGE>

Voxcom Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

Years ended June 30, 1998 and 1997

<TABLE>
<CAPTION>
Year ended June 30, Nine months ended March 31,
-------------------------- -----------------------------
1997 1998 1998 1999
------------ ------------ ------------- --------------
(unaudited)
<S> <C> <C> <C> <C>

Cash flows from financing activities
Borrowings $ - $ 400,000 $ - $ -
Sales of common stock - - - 12,801,700
Redemption of preferred stock - - - (3,792,000)
Sale of preferred stock - 2,886,460 - -
Warrants exercised - 643,340 - -
Payments on notes payable to
stockholders (360,000) (1,640,000) (1,560,298) -
Increase in notes payable to officers - - - 210,579
Distributions to common stockholders (1,920,000) - - -
Dividends paid - preferred stock - - - (41,954)
----------- ----------- ------------ -----------

Net cash provided (used)
by financing activities (2,280,000) 2,289,800 (1,560,298) 9,178,325

Net increase in cash - 1,774,091 - 5,995,727

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

Cash and cash equivalents at
end of period $ - $ 1,774,091 $ - $ 7,769,818
=========== =========== ============ ===========

</TABLE>

F-7
<PAGE>

Voxcom Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

Years ended June 30, 1998 and 1997

Year ended June 30, Nine months ended March 31,
------------------- ---------------------------
1997 1998 1998 1999
----- ------------ -------------- -----------
<S> <C> <C> <C> <C>

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

Issuance of common stock for services
and noncompetition agreements $ - $ 925,000 $ 575,000 $ 56,250
===== ========== ============== ===========

Issuance of common stock for technology $ - $ 525,000 $ - $ -
===== ========== ============== ===========

Conversion of debentures into common
stock - - - 400,000

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

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

Cash payments for:
Interest $ - $ 69,273 60,000 73,350
Income taxes - - - -

</TABLE>
The accompanying notes are an integral part of this statement.

F-8
<PAGE>

Voxcom Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 1997 and 1998
(Information with respect to the nine-month periods
ended March 31, 1998 and 1999 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), Home Business Group, Inc. (HBG) and MAXpc
Technologies, Inc., (MAXpc), collectively, "the Company."

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

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

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

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

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

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

The unaudited financial statements as of March 31, 1999 and for the nine-month
periods ended March 31, 1998 and 1999, have been prepared in accordance with
generally accepted accounting principles for interim financial information and
Article 10 of Regulation S-X. 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 interim periods
are not necessarily indicative of the results that may be expected for the full
year.

F-9
<PAGE>

Voxcom Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

June 30, 1997 and 1998
(Information with respect to the nine-month periods
ended March 31, 1998 and 1999 is unaudited)

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.
Systems sells and provides services related to credit card verification units
for merchants. See Note C regarding the sale or discontinuance of these
businesses. MAXpc has the exclusive manufacturing and marketing rights to
certain multi-media computer cards providing both hardware and software for
inclusion in either new or existing computers.

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

The Company charges advertising costs to expense when incurred. Advertising
costs for the years ended June 30, 1998 and 1997 were approximately $189,000
and $213,000, respectively.

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

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

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

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

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

Property and equipment are stated at cost. Depreciation is computed on a
straight-line basis over the estimated lives of the individual assets, ranging
from three to 15 years.

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

Purchased technology is being amortized over seven years and noncompetition
agreements are being amortized over their terms, which range from 32 to 60
months.

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

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

F-10
<PAGE>

Voxcom Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

June 30, 1997 and 1998
(Information with respect to the nine-month periods
ended March 31, 1998 and 1999 is unaudited)

NOTE B - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - Continued

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

The Company adopted Statement of Financial Accounting Standards No. 128 (SFAS
No. 128) during the year ended June 30, 1998. In accordance with SFAS No. 128,
the Company computes basic earnings or loss per share based on net earnings or
loss, adjusted for preferred stock dividends, divided by the weighted average
number of common shares outstanding. Diluted earnings per share is computed
based on the weighted average number of common shares outstanding plus the
number of additional common shares that would have been outstanding if dilutive
potential common shares, consisting of stock purchase warrants and convertible
debt and preferred stock, had been issued or converted. For all periods
presented, there was no dilutive effect from these securities.

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.

NOTE C - ACQUISITION, DISPOSITION AND DISCONTINUANCE OF BUSINESSES

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

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

Effective January 15, 1999, the Company closed AmeraPress, as it had been
unable to generate sufficient business activity to justify its ongoing overhead
following the sale of HBG described above. Management intends to liquidate the
assets of AmeraPress and use the proceeds to make payments to creditors. The
Company does not expect losses, if any, on liquidation to be material.

Effective February 19, 1999, the Company closed Systems, as it had been unable
to generate sufficient business activity to justify its ongoing overhead
following the sale of HBG and the closure of AmeraPress described above.
Management intends to liquidate the assets of Systems and use the proceeds to
make payments to creditors. The Company does not expect losses, if any, on
liquidation to be material.

F-11
<PAGE>

Voxcom Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

June 30, 1997 and 1998
(Information with respect to the nine-month periods
ended March 31, 1998 and 1999 is unaudited)

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

The accompanying financial statements have been reclassified to present the
results of operations of HBG, AmeraPress and Systems as discontinued
operations. Income tax expense (benefit) included in earnings from
discontinued operations is $194,541 for fiscal 1997, $(52,258) for fiscal 1998,
and $533,323 for the nine months ended March 31, 1998. Revenues of the
discontinued operations were as follows:

Years ended June 30:
1997 $13,420,000
1998 $21,247,000

Nine months ended March 31:
1998 $17,003,000
1999 $ 4,456,000

The remaining net assets of the discontinued operations at March 31, 1999
consisted primarily of receivables and equipment.

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

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

NOTE D - OTHER ASSETS

Other assets consist of the following:

June 30,
1998
---------

Deposits $ 21,395
Noncompetition agreements 362,180
Purchased technology 517,702
Consulting agreement 252,083
Other 93,693
---------
$1,247,053
=========

Purchased technology arose out of the acquisition of MAXpc.

F-12
<PAGE>

Voxcom Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

June 30, 1997 and 1998
(Information with respect to the nine-month periods
ended March 31, 1998 and 1999 is unaudited)

NOTE E - LONG-TERM DEBT

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

NOTE F - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

NOTE G - LEASE COMMITMENTS

The Company leases office and warehouse space and equipment under various
noncancellable lease agreements. Total rent expense was $466,179 and $180,097
for the years ended June 30, 1998 and 1997, respectively. As of June 30, 1998,
the future minimum rental payments are as follows:

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

1999 $ 524,433
2000 471,638
2001 462,126
2002 360,446
2003 267,384
---------
$2,086,027
=========

NOTE H - INCOME TAXES

The deferred tax assets consisted of the following at June 30, 1998.

Deferred tax assets
Goodwill $ 3,453,334
Accrued expenses 45,861
Noncompetition agreement 39,814
Net operating loss carryover 204,000
----------

Total deferred tax assets 3,743,009

Valuation allowance (3,743,009)
----------

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

F-13
<PAGE>

Voxcom Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

June 30, 1997 and 1998
(Information with respect to the nine-month periods
ended March 31, 1998 and 1999 is unaudited)

NOTE H - INCOME TAXES - Continued

The Company has provided a valuation allowance against deferred tax assets
because their recovery is uncertain. The goodwill relates to the consideration
of $10,000,000 given in the acquisition of AmeraPress (Note A) which, for
financial statement purposes, was charged to stockholders' equity. The tax
benefit related to goodwill will be credited to stockholders' equity upon
utilization.

At June 30, 1998, the Company had net operating loss carryovers of
approximately $1,400,000.

NOTE I - STOCKHOLDERS' EQUITY

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

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

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

NOTE J - 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 $4.00. 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 2000.

At June 30, 1998, there were 4,839,101 and 160,835 Class A and Class B warrants
outstanding, respectively. The class B warrants were redeemed in May 1999 for
$1,600.

F-14
<PAGE>

Voxcom Holdings, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

June 30, 1997 and 1998
(Information with respect to the nine-month periods
ended March 31, 1998 and 1999 is unaudited)

NOTE K - FEDERAL TRADE COMMISSION SETTLEMENT

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 and professional fees in connection with this matter were approximately
$800,000.

NOTE L - CONTINGENCIES

At June 30, 1998, the Company was involved in litigation arising in the normal
course of business. Management believes that the ultimate resolution will not
have a material effect on financial position, results of operations or cash
flows.

F-15
<PAGE>

TABLE OF CONTENTS

Prospectus Summary.......................................................... 2

Risk Factors................................................................ 4

Selling Stockholders........................................................ 6

Plan of Distribution........................................................ 7

Price Range of Common Stock and Dividend Policy............................. 8

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

Selected Financial Information.............................................. 9

Business.................................................................... 12

Management.................................................................. 16

Principal Stockholders and Security Ownership of Management................. 21

Description of Capital Stock................................................ 22

Legal Matters............................................................... 26

Experts..................................................................... 26

Available Information....................................................... 27

Index to Financial Statements............................................... 28
<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.

<S> <C>
Registration Fee.................................................. $ 9,932
Printing Expenses*.................................................. 1,200
Legal Fees and Expenses*........................................... 15,000
Accounting Fees and Expenses*....................................... 3,500
Blue Sky Fees*........................................................... 0
Engineering Fees and Expenses*........................................... 0
Miscellaneous............................................................ 0
---------

Total..........................................................$29,632
=======
</TABLE>
________________________
* 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. Unless otherwise noted, 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.

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. The transaction was exempt under
Section 1145 of the Bankruptcy Code.

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.

II-1
<PAGE>

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. 200,000 of such shares were canceled upon sale of HBG to Messrs.
Crowther and Jensen.

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.

In October 1998 the company issued 50,000 shares to Lloyd Wade Securities
and 100,000 shares to Mitchell Shapiro under the Investment Banking and
Consulting Agreement dated August 26, 1998.

On March 31, 1999, the company issued 4,000,000 shares of common stock to
Jasper Resources, Ltd. for $8,660,000 in an investment transaction.

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).

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).

II-2
<PAGE>

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 10-SB and incorporated herein reference).

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

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

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

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

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

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

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

*10.3 1999 Stock Option Plan

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

II-3
<PAGE>

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

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

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

10.8 Stock Purchase Agreement dated September 30, 1998 among the company,
Kim Crowther and Brian Jensen.

*21.1 Subsidiaries.

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

(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

II-4
<PAGE>

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 Amendment
No. One to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas on July 20,
1999.

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 July 20, 1999
- ---------------------------- and Director (Principal
Lawrence R. Biggs, Jr. Executive Officer)

/s/ Donald G. McLellan Director July 20, 1999
- ----------------------------
Donald G. McLellan

/s/ Lawrence A. Cahill Director July 20, 1999
- ----------------------------
Lawrence A. Cahill

/s/ Ronald L. Brown Director July 20, 1999
- ----------------------------
Ronald L. Brown

Director July 20, 1999
- ----------------------------
Brahil Santos

/s/ Harold L. Clark Director July 20, 1999
- ----------------------------
Harold L. Clark

Director July 20, 1999
- ----------------------------
Brian K. Norman

/s/ Leslie D. Crone Principal Financial Officer, July 20, 1999
- ---------------------------- Controller and Principal
Leslie D. Crone Accounting Officer

II-6
<PAGE>

INDEX TO FINANCIAL STATEMENTS

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

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).

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 10-SB and
incorporated herein reference.)

4.2.2 Registration Rights Agreement (filed as Exhibit 4.02.2 to the
company's Form 10-SB and

II-7
<PAGE>

incorporated herein reference.)

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

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

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

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

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

*10.3 1999 Stock Option Plan

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

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

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

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

10.8 Stock Purchase Agreement dated September 30, 1998 among the company,
Kim Crowther and Brian Jensen.

*21.1 Subsidiaries.

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.

II-8

<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

July 23, 1999

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
8,226,000 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 8,226,000 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
<PAGE>

Voxcom Holdings, Inc.
July 23, 1999
Page Two

Nevada Revised Statutes, Chapter 78.

We advise you that members of this firm own a total of 50,000 shares of
Common Stock and options and warrants to purchase an additional 180,000 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 10.3
VOXCOM HOLDINGS, INC

1999 STOCK OPTION PLAN

1,600,000 Shares

ARTICLE I

GENERAL

1.1 Purpose of the Plan.
-------------------

The purpose of the Voxcom Holdings, Inc. 1999 Stock Option Plan (the
"Plan") is to assist Voxcom Holdings, Inc., a Nevada corporation (the
"Company"), in securing and retaining Key Participants of outstanding
ability by making it possible to offer them an increased incentive to join
or continue in the service of the Company and to increase their efforts for
its welfare through participation or increased participation in the
ownership and growth of the Company.

1.2 Definitions.
-----------

(a) "Acceleration Event" means any event which in the opinion of the
------------------
Board of Directors of the Company is likely to lead to changes in control
of share ownership of the Company, whether or not such change in control
actually occurs.

(b) "Award" means an Option granted to a Key Participant under the
-----
Plan.

(d) "Code" means the Internal Revenue Code of 1986, as amended.
----

(e) "Committee" means the committee referred to in Section 1.3.
---------

(f) "Common Stock" means the Common Stock of the Company.
------------

(g) "Fair Market Value" means the closing price of the shares on the
-----------------
principal trading market on which the Common Stock is primarily traded on
the day on which such value is to be determined or, if no shares were
traded on such day, on the next preceding day on which shares were traded,
as reported by NASDAQ. If at any time shares of Common

- 1 -
<PAGE>

Stock are not traded on an exchange or in the over-the-counter market, Fair
Market Value shall be the value determined by the Board of Directors or
Committee administering the Plan, taking into consideration those factors
affecting or reflecting value which they deem appropriate.

(h) "Grantee" means a Key Participant to whom an Award is granted
-------
under the Plan.

(i) "Incentive Share" means a share of Common Stock awarded to a Key
---------------
Participant under Article VI hereof on such terms as are determined by the
Committee.

(j) "Incentive Share Agreement" means a written agreement in such form
-------------------------
as the Board or Committee, as applicable, shall approve that evidences the
terms and conditions of an award of Incentive Shares hereunder.

(k) "Incentive Stock Option" means an option to purchase shares of
----------------------
Common Stock which is intended to qualify as an incentive stock option as
defined in Section 422 of the Code.

(l) "Key Participant" means any person, including officers, directors,
---------------
employees, agents and consultants of the Company or any Subsidiary who are
designated a Key Participant by the Board or Committee, as applicable, and
is or is expected to be primarily responsible for the management, growth,
or supervision of some part or all of the business of the Company. The
power to determine who is and who is not a Key Participant is reserved
solely for the Committee.

(m) "Nonqualified Stock Option" means an option to purchase shares of
-------------------------
Common Stock which is not intended to qualify as an Incentive Stock Option
as defined in Section 422 of the Code.

(n) "Option" means an Incentive Stock Option or a Nonqualified Stock
------
Option.

(o) "Optionee" means a Key Participant to whom an Option is granted
--------
under the Plan.

(p) "Parent" means any corporation which qualifies as a parent of a
------
corporation under the definition of "parent corporation" contained in
Section 425(e) of the Code.

(q) "Subsidiary" means any corporation which qualifies as a subsidiary
----------
of a corporation under the definition of "subsidiary corporation" contained
in Section 425(f) of the Code.

(r) "Term" means the period during which a particular option may be
----
exercised as determined by the Committee and as provided in the option
agreement.

- 2 -
<PAGE>

1.3 Administration of the Plan.
--------------------------

The Plan shall be administered by a committee (the "Committee") appointed
by the Board of Directors consisting solely of two or more Non-Employee
Directors, as defined in Rule 16b-3 (see Section 1.10, below), or in the
absence of an appointment of such a Committee, the full Board shall serve
as the Committee. Subject to the control of the Board, and without
limiting the control over decisions described in Section 1.7, the Committee
shall have the power to interpret and apply the Plan and to make
regulations for carrying out its purpose. More particularly, the Committee
shall determine which Key Participants shall be granted Options and the
terms of such grants. When granting Options, the Committee shall designate
the Option as either an Incentive Stock Option or a Nonqualified Stock
Option. Determinations by the Committee under the Plan (including, without
limitation, determinations of the person to receive Awards, the form,
amount and timing of such Awards, and the terms and provisions of such
Awards and the agreements evidencing same) need not be uniform and may be
made by it selectively among persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such persons are similarly
situated. In serving on the Committee, members thereof shall be considered
to be acting in their capacity as members of the Board of Directors and
shall be entitled to all rights of indemnification provided by the Bylaws
of the Company or otherwise to members of the Board of Directors.

1.4 Shares Subject to the Plan.
--------------------------

The total number of shares that may be purchased pursuant to Options under
the Plan shall not exceed 1,600,000 shares of Common Stock. Shares subject
to the Options which terminate or expire prior to exercise shall be
available for future Awards under the Plan without again being charged
against the limitation of 1,500,000 shares set forth above. Shares issued
pursuant to the Plan may be either unissued shares of Common Stock or
reacquired shares of Common Stock held in treasury.

1.5 Terms and Conditions of Options.
-------------------------------

All Options shall be evidenced by agreements in such form as the Committee
shall approve from time to time subject to the provisions of Article II and
Article III, as appropriate, and the following provisions:

(a) Exercise. The Committee shall determine whether the Option shall
--------
be exercisable in full at any time during the Term or in cumulative or
noncumulative installments during the Term.

(b) Termination of Employment or Contractor Relationship. An
----------------------------------------------------
Optionee's Options shall expire on the expiration of the Term specified in
Section 2.1 or 3.1 as the case may be, or upon the occurrence of such
events as are specified in the agreement. In the event of exercise of the
Option after termination of employment or contractor relationship, the
Optionee may exercise the Option only with respect to the shares which
could have been

- 3 -
<PAGE>

purchased by the Optionee at the date of such termination,
and then only for a period of 90 days thereafter. However, the Committee
may, but is not required to, waive any requirements made pursuant to
Section 1.5(b) so that some or all of the shares subject to the Option may
be exercised within the time limitation described in this subsection. An
Optionee's employment or contractor relationship shall be deemed to
terminate on the last date for which he receives a regular wage, salary or
contract payment. Whether military, government or other service or other
leave of absence shall constitute a termination of employment shall be
determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A
termination of employment or contractor relationship shall not occur where
the Optionee transfers from the Company to one of its Subsidiaries or
transfers from a Subsidiary to the Company.

(c) Death or Disability. Upon termination of an Optionee's employment
-------------------
or contractor relationship by reason of death or disability (as determined
by the Committee consistent with the definition of Section 422(c)(7) of the
Code), the Option shall expire on the earlier of the expiration of (i) the
date specified in the Option which in no event shall be later than 12
months after the date of such termination, or (ii) the Term specified in
Section 2.1 or 3.1 as the case may be. The Optionee or his successor in
interest, as the case may be, may exercise the Option only as to the shares
that could have been purchased by the Optionee at the date of his
termination of employment. However, the Committee may, but is not required
to, waive any requirements made pursuant to Section 1.5(b) so that some or
all of the shares subject to the Option may be exercised within the time
limitation described in this subsection.

(d) Payment. Payment for shares as to which an Option is exercised
-------
shall be made in such manner and at such time or times as shall be provided
in the option agreement, including cash, Common Stock of the Company which
was previously acquired by the Optionee, or any combination thereof. The
Fair Market Value of the surrendered Common Stock as of the date of
exercise shall be determined in valuing Common Stock used in payment for
Options.

(e) Nontransferability. No Option granted under the Plan shall be
------------------
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the Optionee, an Option shall be exercisable only by
the Optionee.

(f) Additional Provisions. Each option agreement may contain such
---------------------
other terms and conditions not inconsistent with the provisions of the
Plan, including the award of cash amounts, as the Committee may deem
appropriate from time to time.

1.6 Stock Adjustments; Mergers.
--------------------------

(a) Generally. Notwithstanding Section 1.4, in the event the
---------
outstanding shares are increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company
or of any other corporation by reason of any merger, sale of stock,
consolidation, liquidation, recapitalization, reclassification, stock split

- 4 -
<PAGE>

up, combination of shares, stock dividend, or transaction having similar
effect, the total number of shares set forth in Section 1.4 shall be
proportionately and appropriately adjusted by the Committee.

(b) Options. Following a transaction described in subsection (a)
-------
above, if the Company continues in existence, the number and kind of shares
that are subject to any Option and the option price per share shall be
proportionately and appropriately adjusted without any change in the
aggregate price to be paid therefor upon exercise of the Option. If the
Company will not remain in existence or substantially all of its voting
Common Stock and Common Stock will be purchased by a single purchaser or
group of purchasers acting together, then the Committee may (i) declare
that all Options shall terminate 30 days after the Committee gives written
notice to all Optionee's of their immediate right to exercise all Options
then outstanding (without regard to limitations on exercise otherwise
contained in the Options), or (ii) notify all Optionee's that all Options
granted under the Plan shall apply with appropriate adjustments as
determined by the Committee to the securities of the successor corporation
to which holders of the numbers of shares subject to such Options would
have been entitled, or (iii) take action that is some combination of
aspects of (i) and (ii). The determination by the Committee as to the
terms of any of the foregoing adjustments shall be conclusive and binding.
Any fractional shares resulting from any of the foregoing adjustments under
this section shall be disregarded and eliminated.

1.7 Acceleration Event.
------------------

If an Acceleration Event occurs in the opinion of the Board of Directors,
based on circumstances known to it, the Board of Directors may, but is not
obligated to, direct the Committee to declare that any or all Options
granted under the Plan shall become exercisable immediately notwithstanding
the provisions of the respective agreements granting any such Awards.

1.8 Notification of Exercise.
------------------------

Options shall be exercised by written notice directed to the Secretary of
the Company at the principal executive offices of the Company. Such
written notice shall be accompanied by any payment required pursuant to
Section 1.5(d). Exercise by an Optionee's heir or the representative of
his estate shall be accompanied by evidence of his authority to so act in
form reasonably satisfactory to the Company.

1.9 Modification, Extension and Renewal of Awards.
---------------------------------------------

Subject to the terms and conditions and within the limitations of the Plan,
the Committee may modify, extend or renew outstanding Awards or accept the
surrender of outstanding Awards (to the extent not theretofore exercised)
granted under the Plan or under any other plan of the Company or a
Subsidiary, and authorize the granting of new Awards pursuant to the Plan
in substitution therefor, and the substituted Awards may bear such
different or additional terms and conditions as the Committee shall deem
appropriate within the

- 5 -
<PAGE>

limitations of the Plan. Notwithstanding the foregoing, however, no
modification of an Award shall, without the consent of the Grantee holding
the Award, adversely affect the rights or obligations of such Grantee.

1.10.Compliance with Rule 16b-3.
--------------------------

It is intended that the provisions of the Plan and any Award shall comply
in all respects with the terms and conditions of Rule 16b-3 under the
Securities Exchange Act of 1934, as in effect on January 1, 1999 and as
amended, or any successor provisions, as it relates to persons subject to
the reporting requirements of Section 16(a) of such Act. Any agreement
granting an Award shall contain such provisions as are necessary or
appropriate to assure such compliance. To the extent that any provision
hereof is found not to be in compliance with such rule as it relates to
such Act, such provision shall be deemed to be modified so as to be in
compliance with such rule, or if such modification is not possible, shall
be deemed to be null and void, as it relates to such Grantee.

ARTICLE II

INCENTIVE STOCK OPTIONS

2.1 Terms of Incentive Stock Options.
--------------------------------

Each Incentive Stock Option granted under the Plan shall be exercisable
only during a Term fixed by the Committee; provided, however, that the Term
shall end no later than 10 years after the date the Incentive Stock Option
is granted.

2.2 Limitation on Options.
---------------------

The aggregate Fair Market Value of Common Stock (determined at the time the
Incentive Stock Option is granted) subject to Incentive Stock Options
granted to a Key Participant under all plans of the Key Participant's
employer corporation and its Parent or Subsidiary corporations and that
become exercisable for the first time by such Key Participant during any
calendar year may not exceed $100,000.

2.3 Special Rule for Ten Percent Shareholder.
----------------------------------------

If at the time an Incentive Stock Option is granted, a participant owns
stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of his employer corporation or of its Parent
or any of its Subsidiaries, as determined using the attribution rules of
Section 424(d) of the Code, then the terms of the Incentive Stock Option
shall specify that the option price shall be at least 110% of the Fair
Market Value of the stock subject to the Incentive Stock Option and such
Incentive Stock Option shall not be exercisable after the expiration of
five years from the date such Incentive Stock Option is granted.

- 6 -
<PAGE>

2.4 Interpretation.
--------------

In interpreting this Article II of the Plan and the provisions of
individual option agreements, the Committee and the Board shall be governed
by the principles and requirements of Sections 421, 422 and 425 of the
Code, and applicable Treasury Regulations.

ARTICLE III

NONQUALIFIED STOCK OPTIONS

3.1 Terms and Conditions of Options.
-------------------------------

In addition to the requirements of Section 1.5, each Nonqualified Stock
Option granted under the Plan shall be exercisable only during a Term fixed
by the Committee.

3.2 Section 83(b) Election.
----------------------

The Company recognizes that certain persons who receive Nonqualified Stock
Options may be subject to restrictions regarding their right to trade
Common Stock under applicable securities laws. Such may cause Optionee's
exercising such Options not to be taxable under the provisions of Section
83(c) of the Code. Accordingly, Optionee's exercising such Nonqualified
Stock Options may consider making an election to be taxed upon exercise of
the Option under Section 83(b) of the Code and to effect such election will
file such election with the Internal Revenue Service within thirty (30)
days of exercise of the Option and otherwise in accordance with applicable
Treasury Regulations.

ARTICLE IV

ADDITIONAL PROVISIONS

4.1 Stockholder Approval.
--------------------

The Plan shall be submitted for the approval of the stockholders of the
Company at the first annual meeting of stockholders held subsequent to the
adoption of the Plan and in all events within two years of its approval by
the Board of Directors. If at said meeting the stockholders of the Company
do not approve the Plan, the Plan shall terminate.

4.2 Compliance with Other Laws and Regulations.
------------------------------------------

The Plan, the grant and exercise of Options hereunder, and the obligation
of the Company to sell and deliver shares under such Options, shall be
subject to all applicable Federal and state laws, rules, and regulations
and to such approvals by any government or regulatory agency as may be
required. The Company shall not be required to issue or deliver any

- 7 -
<PAGE>

certificates for shares of Common Stock prior to (a) the listing of such
shares on any stock exchange on which the Common Stock may then be listed
and (b) the completion of any registration or qualification or exemption of
such shares under any Federal or state law, or any ruling or regulation of
any government body which the Company shall, in its sole discretion,
determine to be necessary or advisable.

4.3 Amendments.
----------

The Board of Directors may discontinue the Plan at any time, and may amend
it from time to time, but no amendment, without approval by stockholders,
may increase the total number of shares which may be issued under the Plan.
Other than as expressly permitted under the Plan, no outstanding Award may
be revoked or altered in a manner unfavorable to the Grantee without the
consent of the Grantee.

4.4 No Rights As Shareholder.
------------------------

No Grantee shall have any rights as a shareholder with respect to any share
subject to his or her Option prior to the date of issuance to him or her of
a certificate or certificates for such shares.

4.5 Withholding.
-----------

Whenever the Company proposes or is required to issue or transfer shares of
Common Stock under the Plan, the Company shall have the right to require
the Grantee to remit to the Company an amount sufficient to satisfy any
Federal, state or local withholding tax liability in such form as the
Company may determine or accept in its sole discretion, including payment
by surrender or retention of shares of Common Stock prior to the delivery
of any certificate or certificates for such shares.

4.6 Continued Employment Not Presumed.
---------------------------------

This Plan and any document describing this Plan and the grant of any Award
hereunder shall not give any Optionee or other Participant a right to
continued employment or directorship by the Company or its Subsidiaries or
affect the right of the Company or its Subsidiaries to terminate the
employment or directorship of any such person with or without cause.

4.7 Effective Date; Duration.
------------------------

The Plan shall become effective as of April 1, 1999 pursuant to Board of
Director approval received on such date and shall expire on March 31,
2009. No Awards may be granted under the Plan after March 31, 2009, but
Awards granted on or before that date may be exercised according to the
terms of the related agreements and shall continue to be governed by and
interpreted consistent with the terms hereof.

- 8 -

<PAGE>

EXHIBIT 21.1

SUBSIDIARIES

July 1, 1999

MAXpc Technologies, Inc. (Texas)

AmeraPress, Inc. (Nevada) (sold June 30, 1999)

Voxcom Systems, Inc. (Delaware) (sold June 30, 1999)

<PAGE>

EXHIBIT 23.2

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

We have issued our report dated September 18, 1998 (February 19, 1999 with
respect to the discontinuance of operations discussed in Note C to the financial
statements), accompanying the financial statements of Voxcom Holdings, Inc.
contained in the Registration Statement 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."

GRANT THORNTON L.L.P.

Dallas, Texas
July 23, 1999