U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                Annual Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934 (Fee Required)

For the Fiscal Year Ended June 30, 1997        Commission file number   0-18224

                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)


   Delaware                                                         95-4176781
(State of other jurisdiction of              I.R.S. Employer Identification No.)
corporation or organization)

                     550 15th Street, San Francisco CA 94103
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (415) 575-0222
                                  ------------
           Securities registered pursuant to Section 12(b) of the Act:
                                      None
           Securities registered pursuant to Section 12(g) of the Act
                          Common Stock, $.01 Par Value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                    Yes X No __

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation  S-K, is not contained  herein and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

         The Registrant had no revenues for the year ended June 30, 1997.

         As of August 31, 1997,  the aggregate  market value of the voting stock
(based upon the average  closing  bid and asked  prices in the  over-the-counter
market as quoted on  NASD-OTC  Bulletin  Board as of August  31,  1997)  held by
non-affiliates was approximately $6,172,650.

        Class                                     Outstanding at August 31, 1997
 Common Stock, $.01 par value                                 40,059,880 shares

                      Documents Incorporated by Reference:
                                      None


<PAGE>
                                TABLE OF CONTENTS


                                                                            PAGE

                                     PART I

Item 1.      Description of Business ........................................  2

Item 2.      Description of Properties ......................................  9

Item 3.      Legal Proceedings................................................10

Item 4.      Submission of Matters to a Vote of Security Holders............  10

                                     PART II

Item 5.      Market for the Registrant's Securities and Related Stockholder
              Matters ......................................................  10

Item 6.      Management's Discussion and Analysis of
              Financial Condition and Results of Operations.................. 11

Item 7.      Financial Statements ..........................................  15

Item 8.      Changes in and Disagreements with Accountants on Accounting and
              Financial Disclosure ...........................................15

                                    PART III

Item 9.      Directors and Executive Officers of the Registrant ............. 15

Item 10.     Executive Compensation ........................................  21

Item 11.     Security Ownership of Certain Beneficial Owners and
               Management ..................................................  25

Item 12.     Certain Relationships and Related Transactions ................  27

Item 13.     Exhibits and Reports on Form 8-K ............................... 30



<PAGE>
                                     PART I


ITEM 1.   DESCRIPTION OF BUSINESS.

GENERAL

     Group V  Corporation  (formerly,  NuOasis  Gaming,  Inc.)  ("Group  V", the
"Company",  or the  "Registrant")  was originally  incorporated  in the State of
Delaware in 1987. As of the date of filing this Report,  the  Registrant  has no
current  ongoing  business.  The  Registrant  is presently  evaluating  business
opportunities for possible  acquisition within the gaming and  telecommunication
industry and during the fiscal year ended June 30, 1997, the Registrant acquired
National  Pools  Corporation,  a  developer  of a group  play  system  in  state
lotteries in the United States and foreign countries.

THE BUSINESS AND HISTORY OF NATIONAL POOLS CORPORATION

         National Pools  Corporation  ("NPC") is a California  corporation doing
business at 550 15th Street,  San Francisco,  California 94103.  Since inception
NPC has been  developing a system to facilitate  participation  in group play in
state lotteries in the United States and the lotteries of foreign countries. The
program developed by NPC was named  "Hit-LoTTo(TM)".  The Hit-LoTTo(TM)  program
uses debit  cards,  telecommunications,  and  proprietary  computer  software to
organize and market lottery pools for lottery players who participate in various
state  lotteries.  This program  provides  players of the various  Lotteries the
opportunity  to  increase  their  chances of  winning  by 100 times by  randomly
pooling  with 99 other  players.  Since  inception  NPC's  operations  have been
devoted  primarily to the  formulation and design of the  telecommunication  and
computer technology to support the Hit-LoTTo(TM) program.

         NPC plans to offer its proprietary  Hit-LoTTo(TM) service to the public
through  the  sale of a  prepaid  card,  the  "Hit-LoTTo(TM)  Value  Card."  The
Hit-LoTTo(TM)  Value Card will be sold at approved outlets and Lottery retailers
for $10 and $20  each.  Each card  will  hold  four or eight  respective  plays.
Through a network of retailers, NPC will distribute the Hit-LoTTo(TM) Value Card
enabling  participation in the program. To join a pool, callers will simply call
1-800-Hit-LoTTo(TM),   enter  their   Hit-LoTTo(TM)  card  number  and  Personal
Identification  Number ("PIN"), and be automatically entered into the open pool.
NPC will  administer the pools and purchase 100 Lottery tickets on behalf of the
pool  members.  Pools will be composed of players  present in the state  issuing
lottery  tickets to be  purchased by the pools;  for  example,  players in Idaho
would enter pools by purchasing  tickets issued by the Idaho  Lottery.  Pools of
players will be automatically  formed by voice response  computers after callers
enter their Hit-LoTTo(TM)  Value Card number and password.  Pool play is allowed
only after the card number,  password and account  balance have been  validated.
Each pool  consists  of one  hundred  $1.00  Lottery  tickets,  and each pool is
completed after receipt of 100 successful  Hit-LoTTo(TM)  telephone calls.  Each
call equates to one pool  position  and pools are formed for the next  available
Super Lotto jackpot.

        NPC will act as an agent of the players  (callers) by coordinating  the
formation of groups or pools of purchasers of Lottery tickets.  NPC charges each
member  of the  pools  formed a fee  ($2.50  per  play)  for  NPC's  service  of
coordinating  the pool and purchasing  the  associated  tickets on behalf of the
pool members from an authorized Lottery retailer.
                                       2

<PAGE>
         Once a pool has 100  members it is closed,  the  computer  starts a new
pool,  and NPC  purchases  the 100 lottery  tickets on behalf of the just closed
pool.  Tickets will be Lottery  generated "Quick Picks" and are always purchased
in  sequence  (to  avoid any  manipulation  of  tickets).  The pool will then be
associated  with the  corresponding  100  tickets.  The first and last  sequence
numbers will be entered into NPC's database to ensure the integrity of the pool.
Further,  all tickets will be endorsed and stamped  with the company  name,  the
pool number,  date and time.  The physical  tickets will be bound to a pool draw
card and  deposited  in a safe  until the  winning  numbers  are  announced  and
verified by the Lottery.  The winnings  will be  automatically  announced to the
player the next time he or she plays  Hit-LoTTo(TM). Winning pools will also be
announced in daily  newspapers  and on radio and T.V. When a player has depleted
the value of the  Hit-LoTTo(TM)  Value Card, it can then be easily  "recharged";
the card  balance can also be  transferred  to a new  Hit-LoTTo(TM)  Value Card.
Hit-LoTTo(TM) players will be able to cash out their winnings at any time.

         Pool  winnings  between $5 and $599 are  automatically  credited to the
player's  Hit-LoTTo(TM)  Value Card one business day after the lottery draw. NPC
will process winning tickets and claim prize winnings with the Lottery on behalf
of pool members. When pool winnings are over $600, NPC will provide the names of
the  individual  winning  pool  members to the  Lottery by filling out the State
Lottery  Multiple  Ownership  Claim form.  In general,  a State Lottery will pay
winnings in amounts  between $600 and $1 million in a one time payment  directly
to pool members in accordance with established  policies and procedures for that
state's Group Play. Prize amounts of $1 million, or more, will generally be paid
by the State Lottery directly to winners over a 20 year period by the Lottery.
NPC does not participate in any winnings or prizes.

         NPC  provides  its  Hit-LoTTo(TM)  Value  Card with a  valuable  second
feature, long distance calling service. The Hit-LoTTo(TM) Value Card can be used
to make long distance  calls from any touch tone  telephone in the United States
to anywhere around the world. At the end of a long distance call, NPC will debit
the Hit-LoTTo(TM) Value Card for the cost of the call.

         NPC's  objective  is to  attract  1.5% of the more  than  $2.5  billion
average monthly lottery tickets purchased in the United States to become members
of an  NPC  administered  Hit-LoTTo(TM)  pool  through  the  convenience  of the
telephone and the Hit-LoTTo(TM) Value Card.

         NPC intends to introduce its  Hit-LoTTo(TM)  program in selected states
after additional review of the potential markets, the regulatory  environment in
those states and similar  factors.  At the present  time,  NPC believes that the
Hit-LoTTo(TM)  concept  should be introduced in one or more smaller  markets and
only introduced into larger markets, such as California,  where the initial test
of the  Hit-LoTTo(TM)  took place,  after the concept is successfully  proven in
smaller  markets.  Arizona,  Illinois,  and Missouri are states  presently under
consideration. The precise legal and regulatory approvals required depend on the
laws of the state  involved.  NPC has retained the law firm of Bagatelos & Fadem
and the former chairman of the lottery consulting  division of KPMG Peat Marwick
to do legal research and advise NPC concerning the law and regulatory climate in
several states with  lotteries.  NPC will need to retain counsel to review local
law,  determine  what, if any,  regulatory  approval is necessary and obtain it.
Consultations with lottery officials will be undertaken to structure the program
in each particular state to either make obtaining  regulatory approval likely as
possible or to eliminate  the need for such  approval by securing the consent to
the program by regulators in a form not needing formal approval. Preliminary
                                       3

<PAGE>
research and  discussions  with  regulators in several  states suggest that such
informal  approval  or  cooperation  is  likely,  but NPC  does not yet know the
precise regulatory and legal approvals that must be obtained before it can begin
operations in the states where it intends to do business.

         NPC has obtained  three  opinions on the legality of its  Hit-LoTTo(TM)
program under the California Lottery Law from the law firm of Adkins,  Rothman &
Morris,  the most recent in 1994.  The 1994 opinion of Adkins,  Rothman & Morris
concluded  that the intended  business  operations  of NPC would not violate any
criminal or statutory  prohibition  of the State of  California,  including  the
California  State  Lottery Act of 1984,  as amended,  or any  regulation  of any
agency, municipality or subdivision of the State of California. NPC now does not
intend to  introduce  its  Hit-LoTTo(TM)  program into  California  until it has
proven  successful in a smaller market and this opinion cannot be relied upon in
other states.

         In  the  fall  of  1994,  after  securing  second  round  private  debt
financing,  NPC tested the Hit-LoTTo(TM)  program in San Diego,  California.  In
addition to  establishing  telephone  lines in which players could call to enter
pools, a limited  publicity and advertising  campaign was launched in San Diego,
as an attempt to secure retail outlets for the Hit-LoTTo(TM) cards. NPC was able
to successfully  obtain  publicity and place  advertisements  for its program in
local media.  Mailing to 1,200  convenience  store operators,  taverns and other
possible  retail  outlets  yielded a 3% positive  response,  i.e.,  the merchant
agreed  to  become  a  Hit-LoTTo(TM)  retail  outlet.  Follow-up  calls to those
merchants  (approximately 30 to 50 per day) resulted in a 50% favorable response
from those  called.  One hundred  pools were  formed on the  1-900-Hit-LoTTo(TM)
number  which  was in  operation  for only a few days.  The  1-800-Hit-LoTTo(TM)
number,  which was not  advertised  or even able to form pools,  received  1,000
calls per hour  during the few days the line was open.  NPC  assumes  interested
parties called this number rather than the 1-900-Hit-Lotto number to save money.
While calls were answered automatically, callers could not enter pools.

         Due to limited funding,  the experiment was restricted to several weeks
of publicity and advertising and one week of operation.  NPC's management deemed
the  results  successful  in that  the  Hit-LoTTo(TM)  program  attracted  media
interest,  retail vendors of  Hit-LoTTo(TM)  cards proved  receptive and, in the
relatively  limited time phone lines were open,  customers  appeared  willing to
play lottery  games under the  Hit-LoTTo(TM)  program in numbers  sufficient  to
generate the minimum projected revenues in the NPC business plan.

         After the  premature  end of the  marketing  test of the  Hit-LoTTo(TM)
program,  NPC ceased  publicity  efforts and efforts to operate the program on a
retail basis.  Limited  development  of necessary  software and other  technical
systems  continued for several months.  Lack of funds required further cut backs
and  reductions in  operations.  By early 1995,  NPC had one full time employee,
Joseph Monterosso ("Monterosso") as the President and Chief Executive Officer of
NPC, who  concentrated  his efforts on raising capital and maintaining  contacts
with vendors and other  providers of goods and services to NPC.  Nominal amounts
of capital were raised from NPC  shareholders,  both by short term loans,  which
have since been converted into equity,  and  additional  stock  purchases by NPC
shareholders to allow NPC to operate.
                                       4

<PAGE>
         While the Company's  management is confident about the viability of the
Hit-LoTTo(TM)  program and  believes  that  acquiring  NPC and  assisting in the
funding of the  launch of its  Hit-LoTTo(TM)  program  represents  an  excellent
opportunity for the Company, the ultimate market acceptance of the Hit-LoTTo(TM)
program cannot be guaranteed. Likewise, there can be no guarantee that NPC, as a
subsidiary  of the  Company,  will  be  able  to  acquire  all of the  necessary
regulatory  approvals,  enter into all the necessary service and other contracts
or  otherwise  accomplish  all  tasks  needed  to  launch  and  to  operate  the
Hit-LoTTo(TM) program.

         Although the  Hit-LoTTo(TM)  program is  trademarked  and the system is
proprietary,  the Registrant  expects  competition  from those who may have more
personnel  and greater  financial  resources  than the  Registrant.  NPC is also
dependent on group play by the general  public in states that  Hit-LoTTo(TM)  is
sold. As of the date of this Report, there have been no sales generated by NPC.

ACQUISITION OF NATIONAL POOLS CORPORATION

         On  June  13,  1996,  Nona  Morelli's  II,  Inc.  ("Nona"),   the  then
controlling  parent of Group V,  granted  an  option  (the  "Option")  to Joseph
Monterosso,  the current  President of the Company,  to acquire 250,000 Series B
Preferred Shares of Group V (the "Series B Shares") owned by Nona. The Option is
exercisable at a price of $13.00 per share.

         On December 19, 1996,  Group V entered into Stock  Purchase  Agreements
with each of the shareholders of NPC pursuant to which Group V agreed to issue a
series of Secured  Promissory  Notes (the  "Notes") in the  aggregate  principal
amount of $1,200,000 and 1,000,000  shares of Group V's restricted  common stock
to the NPC shareholders in exchange for all of the issued and outstanding shares
of capital stock of NPC. The Notes are convertible into a maximum of 241,900,000
shares of Group V common stock.  The conversion of the Notes are contingent upon
NPC's operations  achieving certain financial goals over the next several fiscal
years.  The terms of the  conversion  are,  for  every  $250,000  of net  annual
operating income achieved by NPC, $7,500 in principal amount of the Notes may be
converted into 1,511,875  shares of restricted  Group V common stock.  The Notes
are  non-recourse  to Group V, secured by the assets of NPC, bear interest at 8%
per annum, and are due and payable on May 31, 1999. As part of this acquisition,
Nona and Group V agreed to a debt assumption  agreement whereby all Group V debt
in excess of $20,000 on December  24,  1996,  except for amounts owed to certain
affiliates,  which have been converted into shares of Group V common stock,  was
assumed by Nona. The NPC Stock Purchase Agreements closed on December 24, 1996.

         On June 13,  1997,  Mr.  Monterosso  exercised  the Option to  purchase
128,041  Series  B  Shares,   at  $13.00  per  share,  by  payment  to  Nona  of
approximately   $1,665,000.   The  128,041  Series  B  Shares  acquired  may  be
immediately  converted into 9,987,198 shares of restricted Group V common stock.
Additionally,  on June 13, 1997, Group V sold its wholly owned subsidiary,  CMA,
to Nona for cash of $1,140,000,  notes receivable from NPC aggregating  $245,836
and a credit against the Nona intercompany account of $95,000.
                                       5

<PAGE>
         On August 22, 1997 and effective  June 13, 1996, the Option was amended
(the "Amended Option") to increase the exercise price for 21,959 of the Series B
Shares from $13.00 per share to $72.20 per share,  or  approximately  $1,585,000
for the 21,959  shares of Series B Preferred  Stock.  The option to purchase the
remaining 100,000 Series B Shares was terminated. Concurrently, Nona granted Mr.
Monterosso a new option to purchase the remaining  100,000 Series B Shares at an
exercise price of $11.70 per share. Additionally,  as consideration for granting
the new option,  Nona  acquired the right to require Mr.  Monterosso to purchase
all or any remaining  unexercised  shares of the 100,000  Series B Shares in its
entirety by September 1, 1998.

         Closing  on  September  2,  1997,  but  effective  June 10,  1997,  Mr.
Monterosso  exercised the Amended Option to purchase 21,959 Series B Shares,  at
$72.20 per share,  by payment to Nona of  approximately  $1,585,000.  The 21,959
Series B Shares acquired may be immediately  converted into 1,712,802  shares of
restricted Group V common stock.

         Concurrent  with the exercise of the Amended  Option,  Group V released
Nona from liability, if any, arising from any events while Nona controlled Group
V, in exchange for approximately $1,585,000 of marketable securities.

         On September 2, 1997, Nona sold to Mr. Monterosso 6,000,000 New Class D
Warrants in  consideration  for a $1,800,000  promissory note secured by the New
Class D Warrants, due in September 1998. Each New Class D Warrant is exercisable
at $1.00 per share and entitles Mr.  Monterosso to receive,  upon exercise,  two
shares of common stock, or a total of 12,000,000  common shares if all New Class
D Warrants are exercised. The New Class D Warrants expire on March 30, 2004, and
to date, none of the New Class D Warrants have been exercised.

         On  September  2, 1997,  Nona  granted to Mr.  Monterosso  an option to
purchase  7,800,000 common shares of the Company  exercisable at $0.15 per share
after Nona's  election to convert the 100,000 shares of Series B Preferred Stock
into 7,800,000 common shares.

         As a result of the  acquisition  of NPC and the sales and  purchases of
the Series B Preferred  Stock,  as discussed  above,  a change in control of the
Registrant  has  occurred  and the  Registrant  is now no  longer  a  controlled
subsidiary of Nona.

         In September  1997, the Company agreed to acquire a 50% convertible net
profits interest ("Net Profits  Interest") in Universal Network  Services,  Inc.
("UNSI").  NPC's Chief  Operating  Officer is a shareholder and officer of UNSI.
The Net Profits  Interest  will provide the Company with up to 50% of UNSI's net
operating  profit and grant the  Company  the option to convert  its Net Profits
Interest into an equity  interest of up to 100% of UNSI's issued and outstanding
common stock. No agreements have yet been executed and negotiations are still in
process.  UNSI is an  interexchange  carrier  that  provides  telecommunications
services to both residential and business customers throughout the United States
and certain foreign countries.
                                       6


<PAGE>
OTHER BUSINESS HISTORY

         In September 1992, prior management  redirected the Registrant's  focus
to the legalized gaming business. In this connection,  on December 15, 1992, the
Registrant  established a gaming  subsidiary in Louisiana  named Phillips Gaming
International,  Inc.,  a Louisiana  corporation.  On December 8, 1993,  Phillips
Gaming  International,   Inc.  changed  its  corporate  name  to  Ba-Mak  Gaming
International,  Inc. ("Ba-Mak").  On April 8, 1993, Ba-Mak obtained a license to
distribute  and conduct route  operations of electronic  video bingo machines to
licensed charitable gaming locations in the state of Louisiana. Ba-Mak filed for
protection  under  Chapter  11 of the  U.S.  Bankruptcy  Code in  October  1995.
Operations  of Ba-Mak  continued  through  April 20, 1995,  at which time Ba-Mak
converted its Chapter 11 bankruptcy proceeding into a proceeding under Chapter 7
of the  Bankruptcy  Code  (the  Ba-Mak  Bankruptcy).  As a  result,  all  gaming
operations  at  Ba-Mak  ceased  and the  Chapter 7 Trustee  took  possession  of
Ba-Mak's  assets  and  liquidated  such  assets  for  the  benefit  of  Ba-Mak's
bankruptcy  estate.  Gaming  revenues from Ba-Mak will not recur in future years
due to the bankruptcy and liquidation of Ba-Mak.

         Since 1992, substantially all of the Registrant's efforts were directed
toward  acquiring  or merging with another  company (or  companies),  preserving
remaining  capital,  raising  additional  capital and  creating a new  operating
entity,  in addition to settling certain pending lawsuits and other  obligations
of the Registrant.

         On January 13, 1994, the  Registrant  entered into a Stock Purchase and
Business  Combination  Agreement (the "1994 Stock Purchase Agreement") with Nona
and Nona's wholly-owned subsidiary,  Casino Management of America, Inc. ("CMA"),
whereby the Registrant  agreed to purchase all of the outstanding  capital stock
of CMA from Nona in exchange  for the  Registrant  issuing to Nona a)  2,000,000
shares of common  stock;  b) 250,000  shares of Series B  Convertible  Preferred
Stock; c) 6,000,000 New Class D common stock purchase warrants; and d) an option
to purchase up to an additional  6,000,000  shares of common stock.  The closing
occurred  on  March  30,  1994  (the  "Closing  Date"),  whereby  CMA  became  a
wholly-owned subsidiary of the Registrant.  The former Board of Directors,  with
the  exception  of Gary L. Blum,  resigned  and  elected  replacement  Directors
nominated by Nona.

         At the Closing,  the Registrant issued to Nona, 2,000,000 shares of the
Registrant's common stock, 250,000 shares of Series B Preferred Stock, 6,000,000
New Class D Warrants,  and an option to purchase up to an  additional  6,160,000
shares of the Registrant's  common stock,  exercisable under certain  conditions
(the "Nona Option").  A Certificate of  Designations,  Preferences and Rights, a
Warrant  Certificate  and an  Option  Agreement  setting  forth  the  terms  and
conditions  of the Series B Preferred  Stock,  the New Class D Warrants  and the
Nona Option, respectively, were prepared and approved by the Registrant prior to
the  Closing  Date and were filed as  Exhibits  to a Current  Report on Form 8-K
dated March 31, 1994 and filed on April 11, 1994.

         As a result of the 1994 Stock Purchase Agreement with Nona, a change in
voting  control of the  Registrant  occurred  in March  1994 and the  Registrant
effected the corporate  name change to "NuOasis  Gaming,  Inc." on September 23,
1994.  Based on 30,000,000  shares of common stock  outstanding at September 30,
1994, Nona could vote 40.2% of the Registrant's  voting  securities by virtue of
its ownership of 491,847  shares of common stock and 250,000  shares of Series B
Preferred  Stock,  and  the  Registrant  became,  at  that  time,  a  controlled
subsidiary of Nona, a publicly-held  company whose shares are traded on NASD-OTC
Bulletin Board.
                                       7

<PAGE>
         While under the control of Nona,  the  Registrant  sought to divide its
business  segments,  both  development  stage  and  operational,  into  separate
subsidiaries.  The  restructuring  was  undertaken  to allow the  Registrant  to
redefine its business segments and focus on specific business opportunities. The
restructuring  entailed  a change  in the  Board of  Directors,  upper and local
management and a segregation of the Registrant's  then operational  segment from
its developmental stage segments in separate subsidiaries.

         Following  the  Ba-Mak  bankruptcy,  the  Registrant  began  evaluating
business opportunities for possible acquisition.  Since then, the Registrant has
acquired NPC and concurrently  sold CMA and its  subsidiaries  back to Nona (see
above).  The  Registrant  will  continue  to  operate as a holding  company  and
supervise  and  provide  administrative  and  other  services  to NPC and  other
businesses which may be acquired.

HISTORICAL OPERATING SUBSIDIARIES

         (1)      BA-MAK GAMING INTERNATIONAL, INC.

         On  September  30, 1994,  Ba-Mak had  agreements  with five  charitable
gaming  establishments  in New  Orleans at which 140 video bingo  machines  were
operating.  Ba-Mak  recognized as gaming  revenues the gross funds  deposited in
video bingo machines. Ba-Mak realized gross profits, or "net win" as represented
by the difference  between gross funds  deposited into the machines and payments
to customers.  Ba-Mak realized net operating profits by way of the percentage of
the net win after payments to the charitable organizations,  the location owners
and the State of Louisiana for gaming taxes.  On October 28, 1994,  Ba-Mak filed
for  protection  under  Chapter 11 of the U.S.  Bankruptcy  Code in the  Eastern
District  of   Louisiana.   Commencing   October   28,   1994,   Ba-Mak,   as  a
Debtor-in-Possession,  continued to operate as a charitable bingo route operator
in Louisiana.  In April 1995,  operations ceased when the bankruptcy  proceeding
was converted to a proceeding  under Chapter 7. Since April 1995,  the Chapter 7
Trustee has liquidated  Ba-Mak's  assets for the benefit of Ba-Mak's  bankruptcy
estate.  All but 35 of the video  bingo  machines  were  returned to the machine
vendor in  satisfaction  of its secured  claim.  The  remaining  35 machines and
Ba-Mak's office  equipment were sold by the Trustee.  The Registrant has filed a
Proof of Claim with the Bankruptcy Court for the  intercompany  advances made to
Ba-Mak.

         As of the date of this  Report,  the  Trustee's  administration  of the
bankruptcy  estate is ongoing.  Due to the amount of other creditor claims filed
in Ba-Mak's estate and the amount  received by the Trustee,  the Registrant does
not  anticipate  receiving  any  sums on its  Claim.  Ba-Mak  did not  have  any
employees during the last three fiscal years.

         (2)      CASINO MANAGEMENT OF AMERICA, INC.

         CMA was formed for the  purpose of  acquiring  gaming  investments  and
businesses and did not have any operations during the last three fiscal years.
CMA was sold to Nona in June 1997 (See NPC above).
                                       8

<PAGE>
         (3)      NUOASIS LAS VEGAS, INC. AND NUOASIS LAUGHLIN, INC.

          NuOasis Las Vegas,  Inc.  and NuOasis  Laughlin,  Inc.,  both  wholly-
owned  subsidiaries  of CMA did not have any  operations  during  the last three
fiscal years. NuOasis Las Vegas, Inc. and NuOasis Laughlin, Inc. were formed for
the purpose of acquiring gaming assets in the metropolitan Las Vegas, Nevada and
Laughlin, Nevada areas. NuOasis Las Vegas, Inc. and NuOasis Laughlin, Inc., were
sold, as part of CMA, to Nona in June 1997 (See NPC above).

CHANGE IN FISCAL YEAR

         During Fiscal 1996,  the  Registrant  elected to change its fiscal year
end from  September 30 to June 30 to facilitate  and coincide with Nona's fiscal
year end of June 30. The  election  of change in fiscal  year was  reported on a
Current Report on Form 8-K filed on November 10, 1995.

ITEM 2.  DESCRIPTION OF PROPERTIES.

         (1)      NATIONAL POOLS CORPORATION

         NPC leases office space in San Francisco, California. The San Francisco
lease expires June 2002.

         (2)      BA-MAK GAMING INTERNATIONAL, INC.

          In April 1993,  Ba-Mak entered into a  non-cancelable  lease agreement
for its office and  warehouse in  Louisiana.  The lease expired May 31, 1996 and
provided for monthly rental payments starting at $1,750 with annual increases of
$125.  The lease has been  included in  Ba-Mak's  bankruptcy  proceedings  under
Chapter 7 of the Bankruptcy Code.

         On September 30, 1994, the Registrant,  through Ba-Mak,  provided video
bingo gaming devices to five (5) charitable  bingo halls in southern  Louisiana.
Ba-Mak leased approximately 1,000 square feet of industrial/office  space in the
New Orleans area from where it  supervised  the related  gaming  activities  and
where it maintained  the gaming  devices.  As of June 30, 1997,  all of Ba-Mak's
property was subject to its Chapter 7 bankruptcy proceedings.

         (3)      CASINO MANAGEMENT OF AMERICA, INC.

         CMA did not have any  properties  during the last three  fiscal  years.
CMA was sold to Nona in June 1997 (See NPC above).

         (4)      NUOASIS LAS VEGAS, INC. AND NUOASIS LAUGHLIN, INC.

          NuOasis Las Vegas,  Inc. and NuOasis  Laughlin,  Inc. did not have any
properties  during the last three  fiscal  years.  NuOasis Las Vegas,  Inc.  and
NuOasis Laughlin, Inc., were sold, as part of CMA, to Nona in June 1997 (See NPC
above).
                                       9

<PAGE>
ITEM 3.  LEGAL PROCEEDINGS.

         The Company's legal proceedings during Fiscal 1997 were associated with
Nona and CMA and therefore do not involve the Company since CMA was sold to Nona
in June 1997 and Nona is no longer a controlling parent.

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

         None.

                                     PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS.

         Following the completion of the  Registrant's  public  offering in July
1988, the  Registrant's  common shares have been traded in the  over-the-counter
market and were quoted in the NASDAQ  System  under the symbol  ENPQ  commencing
March 1, 1990.  On May 12, 1992,  the  Registrant  was delisted  from the NASDAQ
System and, on the same day, was listed on the NASD-OTC  Bulletin Board where it
currently trades under the symbol "GRPV".  The  Registrant's  securities are not
publicly  traded on any other  market.  Set forth below are the high and low bid
prices  for the  Common  Stock  of the  Registrant  for  each  quarterly  period
commencing July 1995:


                                                       Bid Price of Common Stock

       Fiscal 1997                                          Low        High
       ----------------------------                         ---        ----
       Quarter ended 09/30/96                               $.19       $.49
       Quarter ended 12/31/96                               $.11       $.28
       Quarter ended 03/31/97                               $.15       $.23
       Quarter ended 06/30/97                               $.16       $.40


       Fiscal 1996                                          Low        High
       -----------------------------                        ---        ----
       Quarter ended 09/30/95                               $.01       $.24
       Quarter ended 12/31/95                               $.01       $.24
       Quarter ended 03/31/96                               $.01       $.22
       Quarter ended 06/30/96                               $.01       $.62

         Such quotations reflect  inter-dealer  prices,  without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.

         As of June 30, 1997, the Registrant  had 3,927  shareholders  of record
and in excess of 2,000 persons who were  beneficial  shareholders  of its common
stock.
                                       10
<PAGE>
         The Registrant  has never paid cash  dividends on its common stock.  At
the present time, the  Registrant's  anticipated  capital  requirements are such
that it intends to follow a policy of  retaining  earnings,  if any, in order to
finance the  development  of its business.  Dividends on common stock may not be
paid unless provision has been made for payment of preferred dividends.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

LIQUIDITY AND CAPITAL RESOURCES

         The  Registrant  has incurred  net losses and negative  cash flows from
operating  activities  since its inception in 1988.  The Registrant had cash and
cash equivalents of approximately $677,525 and $84 as of June 30, 1997 and 1996,
respectively,  and working capital of $1,926,180 and negative working capital of
$769,012 as of June 30,  1997 and 1996,  respectively.  The  increase in working
capital is a direct  result of the  Registrant  acquiring  NPC,  selling CMA and
providing a release of  liability  to Nona (see  below).  As of the date of this
Report, the Registrant has no material commitments for capital expenditures.

         Prior  to the  acquisition  of NPC  and  sale of  CMA,  the  Registrant
received  financial  support from Nona,  and was dependent  upon Nona for future
working capital.  Nona is no longer a controlling parent and will no longer fund
the Registrant.  The Registrant's  plan is to continue  searching for additional
sources of equity and working  capital and new operating  opportunities.  In the
interim,  the  Registrant's  existence  is  dependent  upon the success of NPC's
Hit-LoTTo(TM)  product,  which  has not  yet  been  sold as of the  date of this
Report.  The Registrant may need to utilize its working capital of $1,926,180 at
June 30, 1997, and utilize its common stock to support its financial obligations
until the HitLoTTo(TM) product is first sold.

         As of the date of filing this Report,  Ba-Mak's  operations  had ceased
following  the  bankruptcy  court's  conversion  in April 1995 of its Chapter 11
proceeding into a proceeding under Chapter 7 of the Bankruptcy Code. The Chapter
7  Trustee  took  possession  of  Ba-Mak's  assets  and  is in  the  process  of
liquidating such assets for the benefit of Ba-Mak's bankruptcy estate.

         The  Registrant  is  also  pursuing  other  joint  venture,  merger  or
acquisition  opportunities which may provide additional capital resources during
fiscal 1998.


ACQUISITIONS AND DISPOSITIONS

         On  June  13,  1996,  Nona  Morelli's  II,  Inc.  ("Nona"),   the  then
controlling  parent of Group V,  granted  an  option  (the  "Option")  to Joseph
Monterosso,  the current  President of the Company,  to acquire 250,000 Series B
Preferred Shares of Group V (the "Series B Shares") owned by Nona. The Option is
exercisable at a price of $13.00 per share.
                                       11

<PAGE>
         On December 19, 1996,  Group V entered into Stock  Purchase  Agreements
with each of the shareholders of NPC pursuant to which Group V agreed to issue a
series of Secured  Promissory  Notes (the  "Notes") in the  aggregate  principal
amount of $1,200,000 and 1,000,000  shares of Group V's restricted  common stock
to the NPC shareholders in exchange for all of the issued and outstanding shares
of capital stock of NPC. The Notes are convertible into a maximum of 241,900,000
shares of Group V common stock.  The conversion of the Notes are contingent upon
NPC's operations  achieving certain financial goals over the next several fiscal
years.  The terms of the  conversion  are,  for  every  $250,000  of net  annual
operating income achieved by NPC, $7,500 in principal amount of the Notes may be
converted into 1,511,875  shares of restricted  Group V common stock.  The Notes
are  non-recourse  to Group V, secured by the assets of NPC, bear interest at 8%
per annum, and are due and payable on May 31, 1999. As part of this acquisition,
Nona and Group V agreed to a debt assumption  agreement whereby all Group V debt
in excess of $20,000 on December  24,  1996,  except for amounts owed to certain
affiliates,  which have been converted into shares of Group V common stock,  was
assumed by Nona. The NPC Stock Purchase Agreements closed on December 24, 1996.

         On June 13,  1997,  Mr.  Monterosso  exercised  the Option to  purchase
128,041  Series  B  Shares,   at  $13.00  per  share,  by  payment  to  Nona  of
approximately   $1,665,000.   The  128,041  Series  B  Shares  acquired  may  be
immediately  converted into 9,987,198 shares of restricted Group V common stock.
Additionally,  on June 13, 1997, Group V sold its wholly owned subsidiary,  CMA,
to Nona for cash of $1,140,000,  notes receivable from NPC aggregating  $245,836
and a credit against the Nona intercompany account of $95,000.

         On August 22, 1997 and effective  June 13, 1996, the Option was amended
(the "Amended Option") to increase the exercise price for 21,959 of the Series B
Shares from $13.00 per share to $72.20 per share,  or  approximately  $1,585,000
for the 21,959  shares of Series B Preferred  Stock.  The option to purchase the
remaining 100,000 Series B Shares was terminated. Concurrently, Nona granted Mr.
Monterosso a new option to purchase the remaining  100,000 Series B Shares at an
exercise price of $11.70 per share. Additionally,  as consideration for granting
the new option,  Nona  acquired the right to require Mr.  Monterosso to purchase
all or any remaining  unexercised  shares of the 100,000  Series B Shares in its
entirety by September 1, 1998.

         Closing  on  September  2,  1997,  but  effective  June 10,  1997,  Mr.
Monterosso  exercised the Amended Option to purchase 21,959 Series B Shares,  at
$72.20 per share,  by payment to Nona of  approximately  $1,585,000.  The 21,959
Series B Shares acquired may be immediately  converted into 1,712,802  shares of
restricted Group V common stock.

         Concurrent  with the exercise of the Amended  Option,  Group V released
Nona from liability, if any, arising from any events while Nona controlled Group
V, in exchange for approximately $1,585,000 of marketable securities.

         On September 2, 1997, Nona sold to Mr. Monterosso 6,000,000 New Class D
Warrants in  consideration  for a $1,800,000  promissory note secured by the New
Class D Warrants, due in September 1998. Each New Class D Warrant is exercisable
at $1.00 per share and entitles Mr.  Monterosso to receive,  upon exercise,  two
shares of common stock, or a total of 12,000,000  common shares if all New Class
D Warrants are exercised. The New Class D Warrants expire on March 30, 2004, and
to date, none of the New Class D Warrants have been exercised.
                                       12

<PAGE>
         On  September  2, 1997,  Nona  granted to Mr.  Monterosso  an option to
purchase  7,800,000 common shares of the Company  exercisable at $0.15 per share
after Nona's  election to convert the 100,000 shares of Series B Preferred Stock
into 7,800,000 common shares.

         As a result of the  acquisition  of NPC and the sales and  purchases of
the Series B Preferred  Stock,  as discussed  above,  a change in control of the
Registrant  has  occurred  and the  Registrant  is now no  longer  a  controlled
subsidiary of Nona.

     In September  1997,  the Company  agreed to acquire a 50%  convertible  net
profits interest ("Net Profits  Interest") in Universal Network  Services,  Inc.
("UNSI").  NPC's Chief  Operating  Officer is a shareholder and officer of UNSI.
The Net Profits  Interest  will provide the Company with up to 50% of UNSI's net
operating  profit and grant the  Company  the option to convert  its Net Profits
Interest into an equity  interest of up to 100% of UNSI's issued and outstanding
common stock. No agreements have yet been executed and negotiations are still in
process.  UNSI is an  interexchange  carrier  that  provides  telecommunications
services to both residential and business customers throughout the United States
and certain foreign countries.

CASH FLOWS
<TABLE>
<CAPTION>
                                            Year Ended               Nine Months
                                       Ended June 30, 1997            June 30,
                                                1997                    1996
                                        --------------------       ------------
<S>                                    <C>                         <C>

Cash used in operating activities      $    (544,547)              $    (26,282)

Cash provided by investing activities  $    1,140,000              $           -

Cash provided by financing activities  $      81,988               $      25,500

Net increase (decrease) in cash        $      677,441              $       (782)
</TABLE>


         Cash used in  operating  activities  increased to $544,547 for the year
ended June 30, 1997 from $26,282 for the nine months ended June 30, 1996,  which
was primarily attributable to the acquisition of NPC (discussed above).

         Cash provided by investing  activities  increased to $1,140,000 for the
year ended June 30, 1997,  from zero last year due to the sale of CMA (discussed
above).

         Cash  provided by  financing  activities  of $81,988 for the year ended
June 30, 1997  increased  from  $25,500 for the nine months ended June 30, 1996,
which was  attributable  to proceeds  received from the former  President of the
Registrant  for the payment of  stockholder  receivable,  options  exercised and
proceeds received from loans issued.

         During fiscal 1997,  5,433,676  common shares were issued upon exercise
of  options  by the  officers  of the  Registrant  in the  aggregate  amount  of
approximately   $652,000  or  $.12  per  share.  The  Registrant  received  note
receivables in the amount of $584,167 and cash payments of approximately $67,900
as consideration for the exercise of options.
                                       13

<PAGE>
        RESULTS OF OPERATIONS

        YEAR ENDED JUNE 30, 1997 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1996

         There were no gaming  revenues  during the year ended June 30,  1997 or
the nine months ended June 30, 1996.  Revenues  are  dependent  upon the sale of
NPC's HitLoTTo(TM)  product, of which there have been no sales as of the date of
this Report.

         There were no costs of good sold during  fiscal year 1997 and 1996 due
to having no sales during the same periods.

         General and administrative expenses totaled $287,329 for the year ended
June 30, 1997,  representing  an increase of $127,551 from the nine months ended
June 30, 1996.  Professional  services  totaled $490,406 for the year ended June
30, 1997,  representing  an increase of $182,308 from the nine months ended June
30, 1996.  The  increase in general and  administrative  expenses was  primarily
attributable  to comparing a longer year of twelve months ended June 30, 1997 to
a shorter year of nine months ended June 30, 1996. Additionally,  the Registrant
incurred  additional  expenses  since  acquiring  NPC on December  24, 1996 (see
above).

         Interest  expense  increased by $137,089  during the period which was a
result from issuing and  acquiring  interest  bearing debt  associated  with the
acquisition of NPC (see above).

         As a result  of the NPC  acquisition  (see  above),  the  excess of the
purchase  price  over  the fair  market  value of the net  assets  acquired  was
approximately  $3,318,107 and was allocated to goodwill. Due to the Registrant's
and NPC's  historical  negative cash flows from  operations and working  capital
deficit,  the  goodwill of  $3,318,107  was  immediately  written off due to the
uncertainty of realizing any future  benefit from this asset.  There was no such
write off during the comparable period last year.

         The net  losses  of CMA are  presented  in the  Company's  consolidated
statements of operations as discontinued  operations.  Such net losses decreased
in fiscal year 1997 to $219,497  representing  a $109,767  decrease  relative to
fiscal year 1996.  However,  this  decrease is  primarily  the result of a prior
period,  nonrecurring valuation charge of $270,000.  Excluding this nonrecurring
charge,  the fiscal  year 1997 net loss  increased  by $160,233  primarily  as a
result of increased legal expenses and a longer fiscal year.

         During fiscal year 1997, the Company recorded debt  forgiveness  income
in the amount of $1,368,454 as certain obligations were satisfied by the Company
for less than amounts  originally  recorded.  Such amounts are  presented in the
Company's consolidated statement of operations as an extraordinary item.

         As a result of  acquiring  NPC (see above) and due to a longer  current
fiscal year, the Registrant's  net loss from operations  increased to $3,118,200
during the year ended June 30, 1997 as compared to $797,140 during last year.
                                       14

<PAGE>
         As  of  June  30,  1997,   the   Registrant   had  net  operating  loss
carryforwards  of  approximately  $9,510,000  available  for federal  income tax
purposes  that expire  through 2010. If there would be a greater than 50% change
in the ownership of the Registrant's common stock, Internal Revenue Code Section
382 would place certain  restrictions  on the amount of the net  operating  loss
("NOL") that could be utilized in future  years.  Internal  Revenue Code Section
382 limits the use of NOL's to the extent of an amount  equal to the fair market
value of the  Registrant  just prior to the 50% or greater  change in  ownership
multiplied  by the Federal Long Term  Discount  Rate. A valuation  allowance was
recorded in the financial  statements to offset the tax benefit  resulting  from
utilization  of the NOL  carryforward  due to the  uncertainty  surrounding  the
realization of such tax asset.

ITEM 7.  FINANCIAL STATEMENTS.

         Financial  Statements  are  referred to in Item 13(a) and listed in the
Index to Consolidated  Financial  Statements filed as part of this Annual Report
on Form 10-KSB.


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

         A Current  Report  on Form 8-K dated  July 3, 1997 was filed on July 9,
1997,  reporting  under  Item 4. a change  of  accountants  on July 3, 1997 from
Raimondo Pettit & Glassman to Haskell & White LLP.

         A  Current  Report  on Form 8-K  dated  November  8,  1995 was filed on
November 16, 1995, reporting under Item 4 a change of accountants on November 8,
1995 from C.  Williams & Associates,  P.C. to Raimondo,  Pettit & Glassman and a
change in fiscal year end from September 30 to June 30.

         The report of Raimondo,  Pettit & Glassman with respect to the 1995 and
1996 fiscal year financial  statements  included an  explanatory  paragraph with
respect to the substantial doubt existing about the ability of the Registrant to
continue as a going concern due to its recurring net losses, negative cash flows
from  operating  activities  since  its  inception,  limited  liquid  resources,
negative  working  capital  and its  primary  operating  subsidiary  filing  for
protection under Chapter 7 of the Bankruptcy Code.


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)      IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

         The Registrant,  pursuant to its bylaws, maintains a Board of Directors
of between one and twenty five  directors and  officers,  composed of President,
Secretary and Chief Financial Officer.  Any two or more officer positions may be
held by the same person.  The directors and officers during fiscal year 1997 are
as follows:
                                       15

<PAGE>
<TABLE>
<CAPTION>

                       Position Held
         Name        with the Registrant   Age           Dates of Service
------------------ ---------------------- ----- --------------------------------
<S>                <C>                     <C>  <C>

Fred G. Luke       Chairman of the Board   51   Mar. 30, 1994 to Aug. 8, 1997
                   President                    Mar. 30, 1994 to Nov. 25, 1996
                   Chief Financial Officer      Mar. 30, 1994 to Oct. 24, 1994

John D. Desbrow    Secretary               42   Mar. 30, 1994 to Jul. 20, 1994
                                                and Nov. 8, 1994 to May 9, 1997
                   Director                     Mar. 30, 1994 to Jul. 20, 1994

Steven H. Dong     Chief Financial Officer 31   Jul. 16, 1995 to Present

Joseph Monterosso  Director and President  49   Nov. 25, 1996 to Present
                   Chairman of the Board        Aug. 8, 1997 to Present

Royce Warren       Director                56   May 5, 1997 to Aug. 8, 1997

Dennis Houston     Director                53   Aug. 8, 1997 to Present
                   Chief Operating Officer      July 1, 1997 to Present
                   (NPC)

Paula Amanda       Director                46   May 5, 1997 to Jun. 30, 1997

Leland Rees        Director                47   May 5, 1997 to Present
</TABLE>

         All  directors  of the  Registrant  hold  office  until the next annual
meeting  of  shareholders  and until  their  successors  have been  elected  and
qualified.  Vacancies  in the Board of  Directors  are  filled by the  remaining
members of the Board until the next  annual  meeting of  shareholders.  The same
current  Directors stand for election at the  Registrant's  next annual meeting.
The  officers of the  Registrant  are elected by the Board of  Directors  at its
first meeting after each annual  meeting of the  Registrant's  shareholders  and
serve at the  discretion  of the  Board of  Directors  or  until  their  earlier
resignation or death.

         Directors  will be elected by a favorable  vote of a  plurality  of the
shares of voting stock present, entitled to vote, and actually voting, in person
or  by  proxy,  at  the  Annual  Meeting.  Accordingly,  abstentions  or  broker
non-voters  as to the election of Directors  will not affect the election of the
candidates  receiving  the  plurality  of votes.  Properly  executed,  unrevoked
proxies  will be voted FOR  election  of the  above-named  nominees  unless  the
stockholders  indicate  that the proxy  shall not be voted for any one or all of
the nominees.
                                       16

<PAGE>
(b)      BUSINESS EXPERIENCE

         The  following  is a brief  account of the business  experience  for at
least the past five  years of each  director,  director  nominee  and  executive
officer of the Registrant, including principal occupations and employment during
that period,  and the name and principal  business of any  corporation  or other
organization in which such occupation and employment were carried on.

         All of the directors are elected at the annual meeting of  shareholders
to serve for one year or until their  successors are elected and have qualified.
Officers serve at the discretion of the Board of Directors.

NEW DIRECTORS AND OFFICERS

JOSEPH MONTEROSSO:  Mr. Monterosso has used his entrepreneurial skills to launch
a variety of companies over the past 25 years,  culminating  with National Pools
Corporation  in 1992.  Prior to NPC,  Monterosso  embarked upon  fulfilling  his
lifelong dream of producing his own automobile  after  attending the Geneva Auto
Show in 1986.  After  raising over $45 million for funding,  Monterosso  founded
LAFORZA  AUTOMOBILES,  INC.,  which  produced a four-wheel  drive sport  utility
vehicle for the luxury market and  established  a new mark in  four-wheel  drive
sport vehicles. Monterosso conceived the concept of a new kind of Sports Utility
Four Wheel Drive  Vehicle when he  discovered a unique  Italian  Sports  Utility
Vehicle at the  Geneva  Auto Show in 1986.  Monterosso  negotiated  the  design,
licensing  and  purchase of the body stamps and dies from the  manufacturer  and
contracted Pininfarina in Turin to produce the automobile. Monterosso raised the
capital through U.S. investors and European partners.  Monterosso negotiated all
vendor  contracts  in the U.S.  and Italy;  including  the lengthy and  delicate
negotiations with Ford to supply the power train and warranty. Monterosso headed
AutoItalia SpA, of Turin,  the company that produced the automobile.  Monterosso
supervised  the  redesign  of  the   automobile  to  meet  U.S.   Department  of
Transportation  specifications and market  expectations.  Designing the interior
and the wheels  himself,  Monterosso  resided  in Turin at this time,  commuting
monthly to his home in California, overseeing the production and delivery of the
automobile to the U.S.

Upon production of the finished body, interior and chassis in Turin, the LaForza
was flown to an after  market  assembler  located in Detroit to receive the Ford
engine,  drive  train and  electronics.  A final fit and finish was done and the
LaForza was then delivered directly to the U.S. distributor, LaForza Automobiles
Inc.,  of  Hayward,  CA.  LaForza  Automobiles  was  independent  of the Italian
production  company,  and was  operated  by a  President  and CPA.  In late 1989
LaForza  Automobiles  Inc.,  caught in the market downturn and resulting capital
crunch,  could not finance their  marketing  operation and filed for  bankruptcy
protection and ceased doing business,  eventually being  liquidated.  Monterosso
tried to salvage the situation by seeking capital for the U.S. company,  but was
unsuccessful  as he was  given  only  weeks  notice of the  impending  financial
shortfall.  Without a distribution network Monterosso closed down the production
of the automobile,  paid AutoItalia's  creditors and shelved the designs for the
next  generation  of the  automobile  that  were  in  process  and  returned  to
California in Mid-1990.
                                       17

<PAGE>
AutoItalia  produced 650 LaForza  vehicles for the U.S.  market,  almost all are
still  on the  road  today  and are a  highly  sought  after  collector's  item,
ironically  selling  for more today than their  original  price.  In  hindsight,
Monterosso   believes  that  the  market  timing  could  have  been  better  and
capitalization  stronger,  while the basic  concept was sound.  He believes that
this is shown by the fact that the rounded, aerodynamic LaForza body style, four
wheel-on-the-fly   technology,   elegant,  luxurious  yet  Spartan  design,  has
subsequently  been  copied  by  every  sports  utility  manufacturer   currently
producing  vehicles  worldwide;  and that the Sports Utility / Light Truck 4 x 4
market is now the strongest share of the U.S. auto market.

In June 1979,  Monterosso  was named Sales and Operating Vice President for Tony
Ward, Inc., an importer of forklifts from Japan. Monterosso left Tony Ward, Inc.
to found North American  Forklift,  Inc. in July 1980. While living in Australia
from 1970 - 1979,  Monterosso founded three successful firms including a company
that  manufactured  custom wheels and imported  accessories  for off-road  sport
vehicles which was subsequently sold to Ford Motor Corporation in 1979.

DENNIS D.  HOUSTON:  Mr.  Houston has served as Chief  Operating  Officer of NPC
since July 1, 1997, and as a Director of the Registrant since August 8, 1997. In
1996, Mr. Houston joined the Chesapeake and Potomac Telephone Co. (a former Bell
Operating  Company) as a  telecommunications  consultant.  He progressed through
various executive management positions in several of the (former) Bell Operating
Companies  before moving to AT&T  headquarters in New York City. His tenure with
the Bell System provided him with  responsibilities and experience in commercial
operations,  business office operations, network design, pricing, profitability,
public relations, personnel, Capitol Hill liaison, finance, sales and marketing.
With the advent of  divestiture,  Mr. Houston  formed his own company  initially
specializing  in acquisitions  and importing and exporting of  telecommunication
equipment.  Subsequently he formed several companies,  including an organization
to franchise long distance companies,  as well as the acquisition of financially
distressed  telecommunications companies. In 1989, he led a group to acquire the
controlling  interests in Uni-Net,  Inc., a telecommunications  holding company,
and  subsequently  merged its long distance  telephone  interests  with Discount
Communications   Services   to  help  form  the   Universal   Network   Services
organization.

STEVEN H. DONG: Mr. Dong served as Chief  Financial  Officer of the  Registrant,
since July 16, 1995. Mr. Dong, a Certified Public Accountant,  previously worked
with the international accounting firm of Coopers & Lybrand LLP since 1988. As a
Business  Assurance  Manager with Coopers & Lybrand LLP, Mr.  Dong's  experience
consisted of providing financial accounting and consulting services to privately
and publicly held  companies.  Additionally,  Mr. Dong served as Chief Financial
Officer of Nona  Morelli's II, Inc. from July 16, 1995 through June 30, 1997 and
of Hart  Industries,  Inc. and The Toen Group,  Inc. from April 24, 1996 through
June 30, 1997.  Mr. Dong  received his Bachelor of Science  degree in Accounting
from Babson College in 1988 and is a member in good standing with the California
Society of Certified  Public  Accountants  and  American  Institute of Certified
Public Accountants.

LELAND E. REES: In his role as Chairman of National Pools Corporation's Advisory
Board, Leland E. Rees brings strong experience in government, public affairs and
finance.  He was most  recently  with Rees and  Associates,  Inc., a legislative
advocacy and governmental affairs firm in Sacramento representing  corporations,
non-profit organizations and several associations. Rees remains an officer and
                                       18

<PAGE>
director of Rees and Associates,  Inc. which is wholly owned by he and his wife.
Rees has a strong background in finance and banking,  as well as both public and
private  accounting.  He worked for five years in corporate  banking  helping to
finance  large  mergers  and was the lead  lending  officer as well as  training
officer for both credit  analysis and corporate  finance.  He was invited by the
government  of  the  Philippine  Islands  to  instruct  a  two-week  seminar  on
"Financing Cooperatives" where he spoke to an audience of 100 bankers, attorneys
and accountants. Rees then spent 12 years with a Fortune 200 company negotiating
large, complex, domestic and international,  government and commercial contracts
for missile  systems and specialty  chemicals.  Rees joined that firm to start a
specialty  chemical company which grew to a $20 million/year firm and was merged
into its parent.  Rees is a founder and a major  stockholder  of Ventura  County
National Bank in Oxnard,  California. He holds a bachelor's degree in Accounting
from the University of Washington in Seattle,  Washington and a master's  degree
in Finance from Governor's State University in Park Forest South, Illinois.

FORMER DIRECTORS AND OFFICERS

PAULA  AMANDA:  Ms.  Amanda used her legal and  managerial  skills to manage and
launch her own  successful  real estate  development  company 12 years ago. Most
recently, for the last five years, Ms. Amanda has served as in-house counsel for
Southern Pacific Transportation Company,  specializing in environmental matters.
Amanda has extensive experience in all business and environmental  matters which
has included critical management skills including: the ability to bring together
diverse  interests in a  cooperative  and effective  manner to accomplish  often
difficult  and  complex  tasks;  experience  in  managing an $8 million per year
environmental  budget for the Southern Pacific law department and developing and
implementing compliance with a myriad of state and federal laws and regulations.
Her strengths lie in the conflict  resolutions  and  communication  arenas.  Ms.
Amanda  graduated  from UCLA in 1975 with a degree in South East Asian  politics
and is a  member  of Phi  Beta  Kappa.  She  received  her law  degree  from the
University of Santa Clara in 1979.

FRED G. LUKE:  Mr.  Luke has been  Chairman  of the Board and  President  of the
Registrant  since March 30, 1994 through  August 8, 1997, and November 25, 1996,
respectively.  Mr. Luke has over twenty-six (26) years of experience in domestic
and  international  financing and the  management of privately and publicly held
companies. Since 1982, Mr. Luke has provided consulting services and has served,
for brief periods lasting  usually not more than six months,  as Chief Executive
Officer and/or Chairman of the Board of various publicly held and privately held
companies  in  conjunction  with  such  financial  and  corporate  restructuring
services.  In  addition to his former  position  with the  Registrant,  Mr. Luke
currently  serves as Chairman and Chief  Executive  Officer of the  Registrant's
former  parent  company,  Nona,  as well as  Chairman  and  President  of  NuVen
Advisors,  Inc., ("NuVen  Advisors"),  President and Director of The Toen Group,
Inc. ("Toen"),  President of Hart Industries,  Inc.  ("Hart"),  and Chairman and
President of Diversified  Land & Exploration Co.  ("DL&E").  Both Hart, DL&E and
Toen are  public  companies  which  were  formerly  traded  on NASDAQ or the OTC
Bulletin  Board.   None  have  ongoing   operations.   NuVen  Advisors  provides
managerial,  acquisition  and  administrative  services  to public  and  private
companies  including  Nona,  Hart,  Toen and formerly the  Registrant.  Mr. Luke
received  a  Bachelor  of Arts  Degree  in  Mathematics  from  California  State
University, San Jose in 1969.
                                       19

<PAGE>
JOHN D. DESBROW:  Mr. Desbrow  served as Secretary of the Registrant  from March
30, 1994 to July 20, 1994 and from  November 8, 1994 to May 9, 1997. He was also
a director of the Registrant from March 30, 1994 to July 20, 1994. Additionally,
Mr.  Desbrow was  Secretary of Nona from  December 20, 1993 to May 9, 1997.  Mr.
Desbrow is a member in good standing of the State Bar of California and has been
since 1980.  Prior to joining  the  Registrant,  Mr.  Desbrow was in the private
practice of law. Mr. Desbrow received his Bachelor of Science degree in Business
Administration  from the  University of Southern  California in 1977,  his Juris
Doctorate from the University of Southern California Law Center in 1980, and his
Master of Business  Taxation  degree from the University of Southern  California
Graduate School of Accounting in 1982. Mr. Desbrow also served as a Director and
Secretary  of Hart  Industries,  Inc.  and as a director  of The Toen Group Inc.
through May 9, 1997.

ROYCE WARREN: Mr. Royce Warren is a consultant to the Cheyenne Casino & Hotel in
Las Vegas,  Nevada.  Mr. Warren has been a consultant  to the Cheyenne  Casino &
Hotel  since  November  1995.  Since  August 1, 1985,  Mr.  Warren has served as
President  of The Cattle Baron Inc.  whose  projects  include a  restaurant  and
casino hotel  project in  Henderson,  Nevada.  Mr. Warren has more than 25 years
experience in gaming personnel recruitment.

         (c)      Compliance with Section 16(a) of the Securities Exchange Act

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") requires the  Registrant's  officers and directors,  and persons
who own more than ten percent of a registered class of the  Registrant's  equity
securities,  to file  reports of  ownership  and changes in  ownership  with the
Securities  and  Exchange  Commission.  Officers,  directors,  and greater  than
ten-percent  shareholders  are required by  Securities  and Exchange  Commission
regulations  to furnish the  Registrant  with copies of all Section  16(a) forms
they file.

         Based  solely on review of the  copies of such forms  furnished  to the
Registrant,  or  representations  that no Forms 5 were  required  or filed,  the
Registrant  believes  that during the periods from July 1, 1996 through June 30,
1997,  all  Section  16(a)  filing  requirements  applicable  to  its  officers,
directors, and greater than ten-percent beneficial owners were complied with.
                                       20


<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION.

(a)      SUMMARY COMPENSATION TABLE

         The following summary compensation table sets forth in summary form the
compensation  received  during  each of the  Registrant's  last three  completed
fiscal years by the Registrant's  President. No other executive earned in excess
of $100,000.

<TABLE>
<CAPTION>

                                                                              LONG TERM COMPENSATION
                                                                     ------------------------------------
                                   ANNUAL COMPENSATION                          AWARDS          PAYOUTS
                          ----------------------------------------   ----------------------- -----------------------
<S>                       <C>      <C>       <C>        <C>            <C>          <C>       <C>       <C>

                                                        Other Annual   Restricted               LTIP       All Other
Name and Principal        Fiscal   Salary    Bonus      Compensation    Stock       Options   Payouts   Compensation
    Position              Year     ($)       ($)          ($)          Award(s)       (#)        ($)        ($)
----------------------    ------   ------    -------    -----------    ----------   -------   -------   -------------


Joseph Monterosso         1995     $  --        -           -              -            -        -            -
 President and
 Director                 1996     $  --        -           -               -           -        -            -
 (11-25-96
  to Present)             1997     $77,083(1)   -           -               -           -        -            -
----------------------------------------------------------------------------------------------------------------------
</TABLE>

          (1)Amounts accrued for fiscal year 1997 represent salary from
December 24, 1996, through June 30, 1997, as NPC was acquired on 
December 24, 1996.

                                       21

<PAGE>
(b)  OPTION AND LONG-TERM COMPENSATION

         There were no options granted during fiscal year 1997.

         The following  table sets forth in summary form the  aggregate  options
exercised during fiscal year 1997, the value of unexercised  options, as of June
30,  1997,  for the  Registrant's  President  and four most  highly  compensated
executive officers other than the President.


<TABLE>
<CAPTION>

                                                                   Number of       Value of Unexercised
                                                                 Unexercised            In-the-Money
                                                               Option/SAR's at        Fiscal Year-End
                                                               Fiscal Year End     Options/SAR's at Fiscal
                                                                     (#)                Year-End ($)
                                                               ----------------    -----------------------
                                Shares
                              Acquired on         Value          Exercisable/      Exercisable/
           Name              Exercise (#)      Realized ($)    Unexercisable (d)   Unexercisable
-------------------------    ---------------   ------------    --------------------------------------
<S>                          <C>               <C>             <C>                 <C>

Fred G. Luke, Former
President and Director          1,131,176      $124,479             None                   N/A

NuVen Advisors, Inc.(1)         2,000,000      $220,000             None                   N/A

Steven H. Dong, CFO               275,000      $ 30,250             None                   N/A

John D. Desbrow, Former           275,000      $ 30,250             None                   N/A
Secretary
</TABLE>


-----------------------------
(1)      The Luke Family Trust (the "Luke  Trust")  owns 93% of NuVen  Advisors,
         formerly  New World.  Fred G.  Luke,  as  Co-Trustee  of the Luke Trust
         determines the voting of such shares and, as a result, may be deemed to
         control the Luke Trust.

         There were no awards under long-term incentive plans.

(c)      PENSION PLANS AND OTHER BENEFIT OR ACTUARIAL PLANS

         The  Registrant  has no annuity,  pension or retirement  plans or other
plans for which benefits are based on actuarial computations.
                                       22

<PAGE>
(d)      EMPLOYMENT, CONSULTING AND ADVISORY MANAGEMENT CONTRACTS

NEW OFFICERS AND DIRECTORS

Effective  July 1, 1997, the Company  entered into an employment  agreement with
Dennis Houston to serve as NPC's Chief  Operating  Officer and a Director of the
Company. The agreement compensates Mr. Houston at the rate of $100,000 per annum
through December 31, 1997, and a the rate of $200,000 per annum through June 30,
2000, payable in cash or in common stock. The agreement also granted Mr. Houston
an option to  purchase  5,250,000  common  shares of the  Company at an exercise
price of $0.50 per share and  participation  in the Company's  management  bonus
program.

On  April  1,  1994,  NPC  entered  into an  employment  agreement  with  Joseph
Monterosso to serve as the NPC's Chief Executive  Officer.  In conjunction  with
the  acquisition  of NPC, Mr.  Monterosso  became the  Company's  President  and
Director on November 25, 1996,  and  Chairman on August 8, 1997.  Subsequent  to
June 30,  1997,  the Board  ratified  the  agreement  with Mr.  Monterosso.  The
agreement  initially  compensates Mr. Monterosso $125,000 per annum and $250,000
per annum upon the first sale of the Company's  HitLoTTo(TM) Value Card, payable
in cash or in common stock of the Company.

Effective  July 1, 1997, the Company  entered into an employment  agreement with
Steven Dong to serve as the Company's  Chief  Financial  Officer.  The agreement
compensates  Mr. Dong $105,000 per annum through June 30, 1998, and $125,000 per
annum through June  30,1999,  payable in cash or in common stock of the Company.
The agreement also granted Mr. Dong an option to purchase  800,000 common shares
of the Company at an exercise price of $0.50 per share and  participation in the
Company's management bonus program.

FORMER OFFICERS AND DIRECTORS

In August 1995,  the Company  entered into an employment  agreement with Fred G.
Luke,  the  Company's  former  Chairman  and  President.  Mr. Luke served as the
Company's  Chairman and  President  since  approximately  March 31, 1994 through
August 8, 1997, and November 25, 1996, respectively. The terms of the employment
agreement call for Mr. Luke to receive $4,500 per month, retroactive to April 1,
1994,  for five (5) years as a base salary;  and grant him an option to purchase
3,000,000  shares of the Company's common stock at an exercise price of $.12 per
share.  In May 1997,  198,715  common  shares were issued in  settlement  of all
amounts  owed to Mr. Luke as of May 5, 1997.  The Company  expensed  $54,000 and
$40,500 during Fiscal 1997 and 1996, respectively, and had no amounts due to Mr.
Luke as of June  30,  1997.  Mr.  Luke's  employment  agreement  was  terminated
effective May 5, 1997.

Effective April 1, 1996, the Company renewed a consulting agreement with John D.
Desbrow,  through  March 31,  1997,  to perform  legal  services and to hold the
office  of  Secretary.  Under  the  renewed  consulting  agreement  the  Company
contracted to pay Mr. Desbrow  $75,000 per annum for the renewal term payable in
the Company's  common stock.  In May 1997,  102,030 common shares were issued in
settlement of all amounts owed to Mr. Desbrow as of May 5, 1997. Under the terms
of the consulting  agreement,  Mr. Desbrow  invoiced the Company and applied the
net  proceeds  received  from the sale of stock  to the  invoiced  amounts.  For
purposes of any "profit"  computation  under Section 16 (b), Mr. Desbrow and the
Company have agreed the price paid for the shares is deemed to be $75,000. The
                                       23


<PAGE>
Company expensed $62,500 and $43,750, during Fiscal 1997 and 1996, respectively,
and had no amounts due to Mr. Desbrow as of June 30, 1997. Mr. Desbrow's renewed
consulting agreement was terminated on May 5, 1997.

In July 1996,  the Company  renewed a consulting  agreement with Steven H. Dong,
pursuant to which Mr.  Dong is to perform  accounting  services  and to hold the
office of Chief Financial Officer through June 30, 1997. Pursuant to the renewed
consulting  agreement  the Company  agreed to pay Mr. Dong  $39,000 per annum in
cash or in the Company's common stock,  payable monthly in arrears. In May 1997,
237,500  common shares were issued in settlement of all amounts owed to Mr. Dong
as of May 5, 1997. Under the terms of the renewed consulting agreement, Mr. Dong
invoices  the Company and applies  the net  proceeds  received  from the sale of
stock to the invoiced  amounts.  For purposes of any "profit"  computation under
Section 16 (b),  Mr.  Dong and the  Company  have  agreed the price paid for the
shares is deemed to be $39,000.  The Company expensed $39,000 and $15,000 during
Fiscal  1997 and 1996,  respectively,  and had no amounts  due to Mr. Dong as of
June 30, 1997. Mr. Dong's renewed consulting  agreement was terminated effective
May 5,1997.  Effective July 1, 1997, NPC entered into a new employment agreement
with Mr.  Dong to perform  accounting  services  and to hold the office of Chief
Financial officer (see above).

The Luke Family Trust and Lawver Corp. owns 93% and 7%,  respectively,  of NuVen
Advisors.  Fred G. Luke,  as trustee of the Luke Trust,  controls the Luke Trust
and Mr. Jon Lawver is the  majority  shareholder  of Lawver  Corp.  and  thereby
controls  Lawver  Corp.  Effective  October  1,  1995,  Group V and CMA  renewed
Advisory and  Management  Agreements  with NuVen  Advisors for the engagement of
NuVen  Advisors  to perform  professional  services  for  Fiscal  1997 and 1996.
Pursuant to such renewal,  Group V and CMA agreed to pay NuVen Advisors $120,000
annually,  payable monthly in arrears.  In May 1997,  787,180 common shares were
issued in  settlement  of all amounts owed to NuVen  Advisors as of May 5, 1997.
The  Company  expensed  $240,000  and  $225,000,  during  Fiscal  1997 and 1996,
respectively,  and had no amounts  due to NuVen  Advisors  as of June 30,  1997.
NuVen Advisors'  agreement was  terminated,  as it relates to Group V, effective
May 5, 1997.

During fiscal year 1994,  the Company  entered into an agreement  with Structure
America,  Inc. ("SAI") to issue 1,000,000 shares for consulting  services.  Such
services were rendered during fiscal 1995.  During fiscal year 1996, the Company
entered into another agreement with SAI to perform consulting services. Pursuant
to such agreement,  the Company agreed to issue  1,000,000  common shares of the
Company to SAI and granted SAI an option to purchase  1,000,000 common shares of
the Company, exercisable at $.12 per share. In May 1997, 1,000,000 common shares
were  issued in  settlement  of all amounts  owed to SAI as of May 5, 1997.  The
Registrant  expensed  $200,000  and $75,000  during  fiscal years 1997 and 1996,
respectively  and had no amounts due to SAI as of June 30, 1997. SAI's agreement
was terminated effective May 5,1997.

(e)      DIRECTOR COMPENSATION

         The Registrant has no standard  arrangements by which its directors are
compensated.

(f)       INTERLOCKING RELATIONSHIPS OF DIRECTORS

         As of the date of this Report, there are no interlocking  relationships
of Directors.
                                       24


<PAGE>
ITEM  11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT.

         The  following  table  sets  forth,  as of August 31,  1997,  the stock
ownership of each person known by the Registrant to be the  beneficial  owner of
five percent or more of the  Registrant's  voting  securities  and each officer,
director,  director nominees, and all officer's and directors as a group. Unless
otherwise indicated, each person has beneficial voting and investment power with
respect to the shares owned.



Name and Addresses of                                     Shares of Common Stock
Beneficial Owners                                             Beneficially Owned
--------------------------- ----------------------------------------------------

                                              Number             Percentage

Nona Morelli's II, Inc.(1) ..............    7,800,000(2)           16%

Structure America, Inc. .................    2,000,000               5%
550 N. Jefferson
Loveland, CO 80537

NuVen Advisors, Inc.(1)(5) ..............    2,000,000               8%(5)

Universal Network Services, Inc.(6) .....    1,712,802              14%(6)
Suite 200
Two Corporate Plaza Drive
Newport Beach CA 92660

Fred G. Luke(5) .........................    1,131,176               8%(5)

Steven H. Dong ..........................    1,312,500(4)            3%
Two Corporate Plaza Dr., # 200
Newport Beach CA 92660

Joseph Monterosso .......................   21,211,644(3)           35%
550 15th Street
San Francisco, CA 94103

John D. Desbrow(1) ......................      123,750

Dennis D. Houston(6) ....................    5,250,000(4)           17%(6)
Two Corporate Plaza Dr., #200
Newport Beach CA 92660

All directors and executive officers as a                           43%
group ...................................   29,736,946
----------------------------
         (1)      The address is 2 Park Plaza, Suite 470, Irvine CA 92611.

         (2)      7,800,000 common shares assumes full conversion of 100,000
                  shares of Series B Preferred Stock held by Nona.
                                       25
<PAGE>
          (3)     21,211,644  common  shares  assumes full  conversion of 18,098
                  shares of Series B Preferred  shares (common stock  equivalent
                  of 1,411,644  common shares) and full  conversion of 6,000,000
                  New Class D Warrants  (common  stock  equivalent of 12,000,000
                  common shares) and complete  exercise of an option to purchase
                  100,000 Series B Preferred  Shares common stock  equivalent of
                  7,800,000 shares held by Mr. Monterosso.

          (4)     With  respect to Mr. Dong and Mr.  Houston,  800,000 and
                  5,250,000  shares,   respectively  are  subject  to  options
                  granted  and  unexercised.

          (5)     The  Luke  Family  Trust  (the  "Luke  Trust")  owns 93% of
                  NuVen  Advisors,  formerly  New  World.  Fred  G.  Luke,  as
                  Co-Trustee of the Luke Trust  determines  the voting of such
                  shares and,  as a result,  may be deemed to control the Luke
                  Trust. The 8% percentage shares of Common Stock beneficially
                  owned includes both  2,000,000 and 1,312,500  shares held by
                  NuVen and Fred G. Luke, respectively.

         (6)      Dennis Houston is the President and majority  shareholder of
                  Universal  Network  Services,  Inc.  and as a result  may be
                  deemed the control  person of  Universal  Network  Services,
                  Inc. The 14% percentage shares of common stock  beneficially
                  owned includes both 21,959 Series B Preferred Shares (common
                  stock  equivalent of 1.712,802  common shares) and 5,250,000
                  common shares beneficially held by Universal Network Services,
                  Inc. and Dennis Houston, respectively.

         The  following  table sets forth,  as of August 31, 1997,  the Series B
Preferred  Stock and 14% Preferred  Stock  ownership of all holders of more than
five  percent of the Series B  Preferred  Stock and 14%  Preferred  Stock of the
Registrant. No officers or directors own any shares of the 14% Preferred Stock.
                                       26
<PAGE>

                                                       Shares of Series
          Name and Address of                         B Preferred Stock
          Beneficial Owner                            Beneficially Owned
          ------------------------------------ ------------------------------
                                                    Number        Percentage
          ------------------------------------ ---------------- -------------
          Joseph Monterosso
          550 15th Street
          San Francisco, CA 94103                   100,000(1)              100%

          Name and Address of                        14% Preferred Stock
          Beneficial Owner                            Beneficially Owned
          ------------------------------------ ------------------------------
                                                   Number          Percentage
          ------------------------------------ ---------------- -------------

          Raymond C. Kitely
          20079 Glen Arbor Court
          Saratoga, CA  95070                        30,000                17.6%

          Eli Moshe
          110 S. Sweetzer,
          No. 301
          Los Angeles, CA   90048                    10,000                 5.9%

          Walter K. Theis,  M.D.
          1200 Corsica Drive
          Pacific Palisades,  CA  90272              20,000                11.8%

          David Seror,
          Chapter 7 Trustee for the Estate
          of David A. Paletz
          221 N. Figueroa St., Room 800
          Los Angeles, CA  90012                     77,500                45.6%

          Neil Miller
          2790 Forrester Drive
          Los Angeles, CA  90064                     15,000                 8.8%

          David Sheetrit
          c/o Moshe Shram
          929 East Fourteenth Street
          Los Angeles, CA   90021                    10,000                 5.9%
         ------------------------------------- ---------------- ----------------

         (1)  Monterosso  holds an option to purchase  100,000 Series B
              preferred shares from Nona.
                                       27
<PAGE>
ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         There were no related transactions during the last two fiscal years for
which the amount of the transaction or series of similar  transactions  exceeded
$60,000 other than the following:

a)       ISSUANCE OF OPTIONS AND WARRANT PURCHASE AGREEMENT

         On  June  13,  1996,  Nona  Morelli's  II,  Inc.  ("Nona"),   the  then
controlling  parent of Group V,  granted  an  option  (the  "Option")  to Joseph
Monterosso,  the current  President of the Company,  to acquire 250,000 Series B
Preferred Shares of Group V (the "Series B Shares") owned by Nona. The Option is
exercisable at a price of $13.00 per share.

         On December 19, 1996,  Group V entered into Stock  Purchase  Agreements
with each of the shareholders of NPC pursuant to which Group V agreed to issue a
series of Secured  Promissory  Notes (the  "Notes") in the  aggregate  principal
amount of $1,200,000 and 1,000,000  shares of Group V's restricted  common stock
to the NPC shareholders in exchange for all of the issued and outstanding shares
of capital stock of NPC. The Notes are convertible into a maximum of 241,900,000
shares of Group V common stock.  The conversion of the Notes are contingent upon
NPC's operations  achieving certain financial goals over the next several fiscal
years.  The terms of the  conversion  are,  for  every  $250,000  of net  annual
operating income achieved by NPC, $7,500 in principal amount of the Notes may be
converted into 1,511,875  shares of restricted  Group V common stock.  The Notes
are  non-recourse  to Group V, secured by the assets of NPC, bear interest at 8%
per annum, and are due and payable on May 31, 1999. As part of this acquisition,
Nona and Group V agreed to a debt assumption  agreement whereby all Group V debt
in excess of $20,000 on December  24,  1996,  except for amounts owed to certain
affiliates,  which have been converted into shares of Group V common stock,  was
assumed by Nona. The NPC Stock Purchase Agreements closed on December 24, 1996.

                                       28
<PAGE>
         On June 13,  1997,  Mr.  Monterosso  exercised  the Option to  purchase
128,041  Series  B  Shares,   at  $13.00  per  share,  by  payment  to  Nona  of
approximately   $1,665,000.   The  128,041  Series  B  Shares  acquired  may  be
immediately  converted into 9,987,198 shares of restricted Group V common stock.
Additionally,  on June 13, 1997, Group V sold its wholly owned subsidiary,  CMA,
to Nona for cash of $1,140,000,  notes receivable from NPC aggregating  $245,836
and a credit against the Nona intercompany account of $95,000.

         On August 22, 1997 and effective  June 13, 1996, the Option was amended
(the "Amended Option") to increase the exercise price for 21,959 of the Series B
Shares from $13.00 per share to $72.20 per share,  or  approximately  $1,585,000
for the 21,959  shares of Series B Preferred  Stock.  The option to purchase the
remaining 100,000 Series B Shares was terminated. Concurrently, Nona granted Mr.
Monterosso a new option to purchase the remaining  100,000 Series B Shares at an
exercise price of $11.70 per share. Additionally,  as consideration for granting
the new option,  Nona  acquired the right to require Mr.  Monterosso to purchase
all or any remaining  unexercised  shares of the 100,000  Series B Shares in its
entirety by September 1, 1998.

         Closing  on  September  2,  1997,  but  effective  June 10,  1997,  Mr.
Monterosso  exercised the Amended Option to purchase 21,959 Series B Shares,  at
$72.20 per share,  by payment to Nona of  approximately  $1,585,000.  The 21,959
Series B Shares acquired may be immediately  converted into 1,712,802  shares of
restricted Group V common stock.

         Concurrent  with the exercise of the Amended  Option,  Group V released
Nona from liability, if any, arising from any events while Nona controlled Group
V, in exchange for approximately $1,585,000 of marketable securities.

         On September 2, 1997, Nona sold to Mr. Monterosso 6,000,000 New Class D
Warrants in  consideration  for a $1,800,000  promissory note secured by the New
Class D Warrants, due in September 1998. Each New Class D Warrant is exercisable
at $1.00 per share and entitles Mr.  Monterosso to receive,  upon exercise,  two
shares of common stock, or a total of 12,000,000  common shares if all New Class
D Warrants are exercised. The New Class D Warrants expire on March 30, 2004, and
to date, none of the New Class D Warrants have been exercised.

         On  September  2, 1997,  Nona  granted to Mr.  Monterosso  an option to
purchase  7,800,000 common shares of the Company  exercisable at $0.15 per share
after Nona's  election to convert the 100,000 shares of Series B Preferred Stock
into 7,800,000 common shares.

         As a result of the  acquisition  of NPC and the sales and  purchases of
the Series B Preferred  Stock,  as discussed  above,  a change in control of the
Registrant  has  occurred  and the  Registrant  is now no  longer  a  controlled
subsidiary of Nona.

                                       29
<PAGE>
         In September  1997, the Company agreed to acquire a 50% convertible net
profits interest ("Net Profits  Interest") in Universal Network  Services,  Inc.
("UNSI").  NPC's Chief  Operating  Officer is a shareholder and officer of UNSI.
The Net Profits  Interest  will provide the Company with up to 50% of UNSI's net
operating  profit and grant the  Company  the option to convert  its Net Profits
Interest into an equity  interest of up to 100% of UNSI's issued and outstanding
common stock. No agreements have yet been executed and negotiations are still in
process.  UNSI is an  interexchange  carrier  that  provides  telecommunications
services to both residential and business customers throughout the United States
and certain foreign countries.

b)       ADVISORY AGREEMENTS WITH AFFILIATES

         The Luke Family Trust and Lawyer Corp.  owns 93% and 7%,  respectively,
of NuVen Advisors. Fred G. Luke, as trustee of the Luke Trust, controls the Luke
Trust and Mr.  Lawver is the majority  shareholder  of Lawver Corp.  and thereby
controls  Lawver  Corp.  Effective  October  1,  1995,  Group V and CMA  renewed
Advisory and  Management  Agreements  with NuVen  Advisors for the engagement of
NuVen  Advisors  to perform  professional  services  for  Fiscal  1997 and 1996.
Pursuant to such renewal,  Group V and CMA agreed to pay NuVen Advisors $120,000
annually,  payable monthly in arrears.  In May 1997,  787,180 common shares were
issued in  settlement  of all amounts owed to NuVen  Advisors as of May 5, 1997.
The  Company  expensed  $240,000  and  $135,000,  during  Fiscal  1997 and 1996,
respectively,  and had no amounts  due to NuVen  Advisors  as of June 30,  1997.
NuVen Advisors'  agreement,  as it relates to Group V, was terminated  effective
May 5, 1997.

         During  fiscal year 1994,  the Company  entered into an agreement  with
Structure  America,  Inc.  ("SAI")  to issue  1,000,000  shares  for  consulting
services.  Such services were  rendered  during fiscal 1995.  During fiscal year
1996, the Company entered into another agreement with SAI to perform  consulting
services.  Pursuant to such  agreement,  the Company  agreed to issue  1,000,000
common  shares of the  Company  to SAI and  granted  SAI an  option to  purchase
1,000,000  common shares of the Company,  exercisable at $.12 per share.  In May
1997,  1,000,000  common shares were issued in settlement of all amounts owed to
SAI as of May 5, 1997.  The  Registrant  expensed  $200,000  and $75,000  during
fiscal  years 1997 and 1996,  respectively  and had no amounts  due to SAI as of
June 30, 1997. SAI's agreement was terminated effective May 5,1997.

(c)      OPERATING LEASE

     The  Company  sublets  office  space in San  Francisco,  California  from a
stockholder.  The related lease expires in June 2002 and future minimum payments
required under the lease term aggregate $223,268.

                                       30
<PAGE>
(d)      SUBSEQUENT EVENT

                  In  September  1997,  the  Company  agreed  to  acquire  a 50%
convertible net profits interest ("Net Profits  Interest") in Universal  Network
Services,  Inc. ("UNSI"). The Company's Chief Operating Officer is a shareholder
and officer of UNSI.  The Net Profits  Interest will provide the Company with up
to 50% of UNSI's  net  operating  profit  and grant the  Company  the  option to
convert its Net Profits Interest into an equity interest of up to 100% of UNSI's
issued and  outstanding  common stock.  No agreements have yet been executed and
negotiations  are  still  in  process.  UNSI is an  interexchange  carrier  that
provides  telecommunications services to both residential and business customers
throughout the United States and certain foreign countries.


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

(a)      1.       Financial Statements

         The  financial   statements   listed  in  the  accompanying   index  to
consolidated financial statements are filed as part of this Report.

         2.       Financial Statement Schedules

         There were no  financial  statement  schedules  required to be filed as
part of this Annual Report.

         3.       Exhibits

         Unless otherwise noted, Exhibits are filed herewith.

         Exhibit
         Number   Description
         ------  -------------
         3.1     Restated Certificate of Incorporation(1)

         3.2     By-Laws (filed as Exhibit 3.2 of the Registrant's  Registration
                 Statement on Form S-18, File No. 33-19883-NY, and incorporated
                 herein by reference thereto).

         3.3     Certificate of Amendment of Certificate of Incorporation. (12)

         4.5     Certificate of Designations, Preferences and Rights of 14%
                 Cumulative Convertible $.01 par value Preferred Stock.(1)

         4.6     Letter Extending Exercise Period of Class A Warrants and Class
                 B Warrants.(3)

         4.7     Letters Reducing Exercise Price of Class A Warrants, Class B
                 Warrants and Class C Warrants.(4)

                                       31
<PAGE>

         Exhibit
         Number   Description
         ------  -------------

         4.8     Warrant Agreement dated September 13, 1994 with Douglas J.
                 Phillips.(7)

         4.9     Certificate of Designations, Preferences and Rights of Series B
                 Convertible Preferred Stock of E.N. Phillips Company (10)

         4.10    New Class D Warrant Agreement to Purchase Common Stock(10)

         4.11    Option Agreement(10)

         9.1     Form of Irrevocable Proxy Coupled with Right of First Refusal.
                 (4)

         10.1    Amended 1989 Non-Qualified Stock Option Plan.(1)

         10.2    1989 Incentive Stock Option Plan.(1)

         10.3    1991  Non-Qualified  Stock Option Plan  (incorporated by
                 reference herein from Proxy Statement for February 14, 1992
                 Annual Meeting filed on February 5, 1992).

         10.4    Employment     Agreement     between    Phillips    Gaming
                 International,  Inc. and James R. Martin  (incorporated by
                 reference  herein from  amendment on Form 8 filed February4,
                 1993 to Form 8-K dated November 23, 1992).

         10.5    1993  Incentive  Stock Option Plan and 1993  Non-Qualified
                 Stock Option Plan  (incorporated  by reference herein from
                 Proxy Statement for March 4, 1993 Annual Meeting filed on
                 February 5, 1993).

         10.6    Employment  Agreement  of  December 7, 1993  between  E.N.
                 Phillips Company and Douglas J. Phillips  (incorporated by
                 reference from 10-KSB for fiscal year ended  September 30,
                 1993, filed on or about March 28, 1994.)

         10.7    Stock  Purchase  and  Business  Combination  Agreement  of
                 January 13, 1994 between Nona  Morelli's II, Inc.,  Casino
                 Management  of America,  Inc.  and E.N.  Phillips  Company
                 (incorporated  by  reference  from  10-KSB for fiscal year
                 ended  September  30,  1993,  filed on or about  March 28,
                 1994.)

         10.9    Settlement Agreement dated September 13, 1994 between E.N.
                 Phillips Company and Douglas J. Phillips.(7)

         10.10   Settlement Agreement and Mutual Release between Douglas J.
                 Phillips, Hal B. Phillips and E.N. Phillips Company and Stephen
                 A. Weiner.(7)

         10.11   Advisory and Management Agreement dated February 1, 1995
                 between NuOasis Gaming, Inc. and NuVen Advisors, Inc.(11)

                                       32
<PAGE>

         Exhibit
         Number   Description
         ------  -------------

         10.12   Advisory and Management Agreement dated July 1, 1994 between
                 Casino Management of America, Inc. and NuVen Advisors, Inc.(11)

         10.13   Employment Agreement dated August 30, 1995 between NuOasis
                 Gaming, Inc. and Fred G. Luke.(11)

         10.14   Consulting Agreement dated July 1995 between NuOasis Gaming,
                 Inc. and Steven Dong.(11)

         10.15   Consulting Agreement dated October 15, 1994 between E.N.
                 Phillips Company and Kenneth R. O'Neal.(8)

         10.16   Engagement Letter and Fee Agreement dated November 29, 1995
                 between NuOasis Gaming, Inc. and J.L. Lawver Corp.(8)

         10.17   Engagement Letter and Fee Agreement dated October 4, 1994
                 between NuOasis Gaming, Inc. and John Ris.(8)

         10.18   Engagement Letter and Fee Agreement dated November 15, 1994
                 between NuOasis Gaming, Inc. And Geoffrey G. Riggs.(8)

         10.19   Engagement Letter and Fee Agreement dated September 13, 1994
                 between E.N. Phillips Company and Structure America, Inc.(8)

         10.20   Engagement Letter and Fee Agreement dated October 18, 1994
                 between NuOasis Gaming, Inc. and OTC Communications.(8)

         10.21   Engagement Letter and Fee Agreement dated November 1, 1994
                 between NuOasis Gaming, Inc. and Citigate, Inc.(8)

         10.22   Consulting Agreement dated April 1, 1994, between NuOasis
                 Gaming, Inc. and John D. Desbrow.(8)

         10.23   Engagement Letter and Fee Agreement dated March 7, 1994 between
                 NuOasis Gaming, Inc. and John Ris.(9)

         10.24   Consulting Agreement dated April 21, 1995 between NuOasis
                 Gaming, Inc. and Sandra V. Alsina.(9)

         10.25   Fee Agreement dated April 12, 1995 between NuOasis Gaming, Inc.
                 and Richard O. Weed.(9)

         10.26   First Addendum to Consulting Agreement dated November 22, 1994
                 between NuOasis Gaming, Inc. and John D. Desbrow.(9)

         10.27   Consulting Agreement dated January 1995 between NuOasis Gaming,
                 Inc. and Edward S. Luke.(9)

                                       33

<PAGE>

         Exhibit
         Number   Description
         ------  -------------

         10.28   Engagement Letter and Fee Agreement for Services with Structure
                 America, Inc.(13)

         10.29   Second Addendum to Consulting Agreement between NuOasis Gaming,
                 Inc. and John D. Desbrow.(13)

         10.30   Second Addendum to Consulting Agreement between NuOasis Gaming,
                 Inc. and Steven H. Dong.(13)

         10.31   Stock Purchase Agreement dated 12/19/96 with Exhibits A through
                 F between NuOasis and NPC (14)

         10.32   Stock Purchase Agreement dated 5/4/97 between NuOasis and Nona

         10.33   NPC letter to Fred G. Luke dated 6/4/97

         10.34   Letter to/from Richard Skjerven dated 6/2/97 re: escrow
                 instructions SPA, between Nona and NPC

         10.35   Assignment between NuOasis and Nona dated 5/5/97

         10.36   Indemnification Agreement dated 5/30/97 between NuOasis and
                 Nona

         10.37   Indemnification Agreement dated 5/30/97 between NuOasis and
                 Fred Gordon Luke

         10.38   Employment Agreement with Dennis Houston

         10.39   Employment Agreement with Joseph Monterosso

         10.40   Employment Agreement with Steven Dong

         24.1    Schedule of Subsidiaries

         27.     Financial Data Schedule


(1)  Previously filed by the Registrant in Post-Effective Amendment No. 2 to the
     Registrant's  Registration  Statement  on Form S-18 filed  October 23, 1989
     File No. 33-19883-NY) and incorporated herein by reference.

(2)  Previously filed by the Registrant in Post-Effective Amendment No. 3 to the
     Registrant's  Registration  Statement  on Form S-18 filed  January 26, 1990
     (File No. 33-19883-NY) and incorporated herein by reference.

(3)  Previously filed by the Registrant in Post-Effective Amendment No. 5 to the
     Registrant's Registration Statement on Form S-18 filed March 28, 1990 (File
     No. 33-19883-NY) and incorporated herein by reference.

(4)  Previously filed by the Registrant in Post-Effective Amendment No. 6 to the
     Registrant's  Registration Statement on Form S-18 filed June 25, 1990 (File
     No. 33-19883-NY) and incorporated herein by reference.

                                       34
<PAGE>

(5)  Previously filed by the Registrant in Pre-Effective  Amendment No. 1 to the
     Registrant's Registration Statement on Form S-1 filed December 19, 1995 and
     incorporated herein by reference.

(6)  Previously filed by the Registrant in the Form 10-K filed February 14, 1995
     and incorporated herein by reference.

(7)  Previously  filed by the  Registrant in the Form 10-KSB filed June 29, 1995
     and incorporated herein by reference.

(8)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

(9)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 3, 1995, File No. 33-91862.

(10) Previously  filed by the  Registrant in a Current  Report on Form 8-K dated
     March 31, 1994, filed April 11, 1994.

(11) Previously filed by the Registrant on January 18, 1996 in its Annual Report
     on Form 10KSB for the fiscal year ended September 30, 1995.

(12) Previously  filed by the  Registrant on April 2, 1996 in its amended Annual
     Report on Form 10KSB/A for the fiscal year ended September 30, 1995.

(13) Previously  filed by the  Registrant  on November 22,  1996,  in its Annual
     Report on Form 10KSB for the fiscal year ended June 30, 1996.

(14) Previously  filed by the  Registrant in a Current  Report on Form 8-K dated
     December 24, 1996, filed on January 15, 1997.

(b) REPORTS ON FORM 8-K


          (1)  On November 10, 1995,  the  Registrant  filed a Current Report on
               Form 8-K dated  November 8, 1995,  reporting a change in auditors
               from C. Williams & Associates to Raimondo,  Pettit & Glassman and
               reporting a change in fiscal year end from  September  30 to June
               30.

          (2)  On December 19, 1995,  the  Registrant  filed an Amended  Current
               Report on Form 8-K/A  dated  March 31,  1994,  reporting  revised
               proforma  numbers  on  the  E.N.  Phillips-Nona  Morelli's  Stock
               Purchase and Business Combination Agreement.

          (3)  On December 19, 1995,  the  Registrant  filed an Amended  Current
               Report on Form 8-K/A dated March 31, 1994,  reporting a change in
               auditors from J.H. Cohn & Company to C. Williams & Associates.

          (4)  On January 15, 1997,  the  Registrant  filed a Current  Report on
               Form 8-K dated  December 24, 1996,  reporting the  acquisition of
               National Pools Corporation.

          (5)  On March 28,  1997,  the  Registrant  filed an Amended Form 8-K/A
               dated  December 24, 1996,  reporting the  acquisition of National
               Pools Corporation.

          (6)  On June 30, 1997, the Registrant filed on Form 8-K dated June 13,
               1997, reporting the partial exercise of the Monterosso Option.

          (7)  On July 9, 1997, the  Registrant  filed on Form 8K, dated July 3,
               1997, reporting the change of independent auditors from Raimondo,
               Pettit and Glassman to Haskell & White LLP.


                                       35
<PAGE>
                                   SIGNATURES

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


                                        G GROUP V
                                        CORPORATION
                                        (formerly, NuOasis Gaming, Inc.)


Date:    October 9, 1997            By:   /s/ Joseph Monterosso
                                        ------------------------------
                                        Joseph Monterosso, President & Chairman
                                        Group V Corporation and
                                        National Pools Corporation


Date:    October 9,  1997           By:  /s/  Dennis  D.  Houston
                                        ------------------------------
                                        Dennis   D.   Houston,   Chief
                                        Operating  Officer National Pools
                                        Corporation and Director,
                                        Group V Corporation


Date:    October 9, 1997            By:  /s/  Steven H. Dong
                                       ---------------------------
                                        Steven H. Dong, Chief Financial Officer
                                        and Principal Accounting Officer,
                                        Group V Corporation


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


Date:    October 9,  1997          By:   /s/  Joseph Monterosso
                                        ---------------------------
                                     Joseph Monterosso, President & Chairman
                                     Group V Corporation and
                                     National Pools Corporation


Date:    October 9, 1997           By:   /s/  Dennis D. Houston
                                        ---------------------------
                                     Dennis D. Houston, Chief Operating Officer
                                     National Pools Corporation and
                                     Director, Group V Corporation


Date:    October 9, 1997           By:   /s/  Leland Reese
                                        ---------------------------
                                     Leland Reese, Director, Group V Corporation

<PAGE>

                                                                           F1
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)

                   Index to Consolidated Financial Statements



                                                                            Page
                                                                            ----

         CONSOLIDATED FINANCIAL STATEMENTS:

         Independent Auditors' Reports........................................F2

         Consolidated Balance Sheet as of June 30, 1997.......................F4

          Consolidated Statements of Operations for the Year Ended June 30, 1997
          and Nine Months Ended June 30,1996..................................F5

         Consolidated Statements of Stockholders' Equity
         for the Year Ended June 30, 1997
         and Nine Months Ended June 30, 1996..................................F6

         Consolidated Statements of Cash Flows for the Year Ended June 30, 1997
         and Nine Months Ended June 30, 1996..................................F7

         Notes to Consolidated Financial Statements...........................F8





<PAGE>
                                                                              F2

                               HASKELL & WHITE LLP
                          Certified Public Accountants
                                4901 Birch Street
                             Newport Beach CA 92660
                   Telephone (714) 833-8312 Fax (714) 833-9421

                          INDEPENDENT AUDITORS' REPORT





Board of Directors
Group V Corporation
(formerly, NuOasis Gaming, Inc.)

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Group  V
Corporation (formerly, NuOasis Gaming, Inc.) and subsidiaries (the "Company") as
of June  30,  1997,  and the  related  consolidated  statements  of  operations,
stockholders'  equity and cash flows for the year  ended  June 30,  1997.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

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



                                                        /s/ HASKELL & WHITE LLP


Newport Beach, California
September 29, 1997


<PAGE>
                                                                              F3

                           RAIMONDO, PETTIT & GLASSMAN
                A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                          CERTIFIED PUBLIC ACCOUNTANTS
                          UNION BANK TOWER, SUITE 1250
                            21515 HAWTHORNE BOULEVARD
                           TORRANCE, CALIFORNIA 90503
                  TELEPHONE: (310) 540-5990 FAX: (310) 543-3066

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
Irvine, California

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  equity and cash flows of Group V Corporation  (formerly,  NuOasis
Gaming,  Inc.) and  subsidiaries  (the "Company") for the nine months ended June
30, 1996.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, as of June 30, 1996, the results of operations
and cash  flows of the  Company  for the nine  months  ended June 30,  1996,  in
conformity with generally accepted accounting principles.



                                               /s/  RAIMONDO, PETTIT & GLASSMAN

Torrance, California
October 31, 1996


<PAGE>
                                                                              F4

                         GROUP V CORPORATION (formerly,
                              NuOasis Gaming, Inc.)
                           Consolidated Balance Sheet
                               As of June 30, 1997

<TABLE>
<CAPTION>

ASSETS
<S>                                                                 <C>   

Current Assets:
 Cash and cash equivalents                                          $   677,525
 Due from escrow (Note 2)                                             1,585,468
 Advances                                                               371,990
 Prepaid expenses                                                        85,000
                                                                    -----------
 Total Current Assets                                                 2,179,983
                                                                    -----------

Fixed Assets:
 Equipment                                                               45,232
   Less accumulated depreciation                                         (6,763)
                                                                    -----------
    Total Fixed Assets, net                                              38,469

Other Assets:                                                            22,247
                                                                    -----------

TOTAL ASSETS                                                        $ 2,780,699
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable                                                  $    412,246
 Loans payable                                                           17,463
 Accrued salaries                                                       313,069
 Accrued interest                                                        51,025
                                                                    -----------
   Total Current Liability                                              793,803
                                                                    -----------

Long Term Debt:
 Convertible notes payable (Note 3)                                   1,200,000
                                                                    -----------
   Total Liabilities                                                  1,993,803
                                                                    -----------

Commitments and Contingencies (Note 7)

Stockholders' Equity:
 Preferred stock - par value $.01; authorized 1,000,000 shares; 14%
  cumulative convertible; issued and outstanding 170,000 shares           1,700
  (aggregate liquidation of $304,425)
 Preferred Stock Series B - par value $2.00; convertible;
  authorized, issued and outstanding 250,000 shares
 (aggregate liquidation of $500,000)                                    500,000
 Common stock - par value $.01; authorized 333,000,000 shares;
  40,059,880 shares issued and outstanding                              400,598
 Stockholder receivables                                               (584,167)
 Additional paid-in capital                                          16,086,793
 Accumulated deficit                                                (15,618,028)
                                                                    -----------
   Total Stockholders' Equity                                           786,896
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDER                                   $ 2,780,699
EQUITY                                                              ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>
                                                                              F5

                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                      Consolidated Statements of Operations
      For the Year Ended June 30, 1997 and Nine Months Ended June 30, 1996

<TABLE>
<CAPTION>

                                       For the Year Ended    For the Nine Months
                                            June 30, 1997    Ended June 30, 1996
                                       ------------------    ------------------
<S>                                           <C>                  <C>

Costs and Expenses:
 General and administrative ..............    $    287,32          $    159,778
 Depreciation and amortization ...........         34,226                    --
 Professional services (Note 5) ..........        490,406               308,098
 Interest expense, net ...................        137,089                    --
 Write off of goodwill (Note 2) ..........      3,318,107                    --
                                              ------------           ----------
    Totals ...............................      4,267,157               467,876
                                              ------------           ----------


Loss before discontinued
 operation and extraordinary item ........     (4,267,157)             (467,876)


Discontinued operation (Note 1):
  Net loss of discontinued operation .....       (219,497)             (329,264)
                                              ------------           ----------

Extraordinary item (Note 8):
 Debt forgiveness ........................      1,368,454                    --
                                              -----------            ----------
Net loss .................................    $(3,118,200)         $   (797,140)
                                              ============           ==========

Net loss applicable to common stock ......   $ (3,142,000)         $   (814,990)
                                              ============            ==========
Per share amounts:
 Loss before discontinued
  operation and extraordinary item .......   $       (.13)         $       (.02)
    Discontinued operation ...............           (.01)                 (.01)
    Extraordinary item ...................            .04                     --
                                              ============           ==========

Net loss per share .......................   $       (.10)         $       (.03)
                                              ============           ==========

Weighted average common shares outstanding     31,240,255            29,057,660
                                              ============           ==========

</TABLE>




          See accompanying notes to consolidated financial statements.


<PAGE>
                                                                             F6

                               GROUP V CORPORATION
                         (formerly NuOasis Gaming, Inc.)
                 Consolidated Statements of Stockholders' Equity
                      For the Year Ended June 30, 1997 and
                         Nine Months Ended June 30, 1996
<TABLE>
<CAPTION>

                                 Preferred      Preferred Stock           Common
                                   Stock           Series B               Stock
                                 ---------       -----------             ---------

                             Shares    Amount   Shares     Amount      Shares      Amount
                             ------    ------   ------     ------      ------      ------
<S>                          <C>       <C>      <C>       <C>        <C>          <C>
Balances, October 1, 1995    170,000   $1,700   250,000   $500,000   26,131,176   $261,312

Conversion of loan for stock                                          3,000,000     30,000
stock

Exercise of stock options                                               868,824      8,688

Collection of stockholder
  receivable

Net loss
                             -------   ------   -------    -------   ----------   --------
Balances, June 30, 1996      170,000    1,700   250,000    500,000   30,000,000    300,000

Exercise stock options                                                5,433,676     54,336

Issuance of stock                                                     3,626,204     36,262

Sale of CMA to stockholder

Issuance of stock in 
  connection with the                                                 1,000,000     10,000
  acquisition of NPC

Issuance of release to
 stockholders

Net loss
                             -------   ------   -------   --------   ----------   --------
Balances, June 30, 1997      170,000   $1,700   250,000   $500,000   40,059,880   $400,598
                             =======   ======   =======   ========   ==========   ========
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
                                             Additional                       Total
                               Stockholder    Paid In      Accumulated   Stockholder's
                               Receivables     Capital       Deficit        Equity
                               ----------    ----------    -----------    ----------
<S>                            <C>          <C>           <C>             <C>
Balances, October 1, 1995      $(1,473,773) $12,110,626   $(11,702,688)   $(302,823)

Conversion of loan for stock                    170,000                     200,000

Exercise of stock options                        95,570                     104,258

Collection of stockholder          26,693                                    26,693
  receivable

Net loss                                                      (797,140)    (797,140)
                                 ----------   ---------    -------------   ---------
Balances, June 30, 1996         (1,447,080)   12,376,196    (12,499,828)    (769,012)

Exercise of stock options        (584,167)      597,704                      67,873

Issuance of stock                               612,947                     649,209

Sale of CMA to stockholder      1,447,080       799,478                   2,246,558

Issuance of stock in
  connection with the
  acquisition of NPC                            115,000                     125,000

Issuance of release to
  stockholder                                1,585,468                    1,585,468

Net loss                                                     (3,118,200)  (3,118,200)
                               ----------   -----------   -------------   ----------       
Balances, June 30, 1997        $ (584,167) $ 16,086,793   $(15,618,028)  $  786,896
                               ==========   ===========   =============  ===========                      
</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>
                                                                              F7

                                GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                      Consolidated Statements of Cash Flows
                      For the Year Ended June 30, 1997 and
                         Nine Months Ended June 30, 1996

<TABLE>
<CAPTION>
                                                    For the Year    For the Nine
                                                       Ended        Months Ended
                                                    June 30, 1997  June 30, 1996
                                                    -------------  -------------

<S>                                                 <C>            <C>
Operating activities:
  Net loss .........................................   $(3,118,200)   $(797,140)
 Adjustments to reconcile net loss to net
      cash used in operating activities:
      Write-off of goodwill ........................     3,318,107         --
      Debt forgiveness .............................    (1,368,454)        --
      Loss from discontinued operations ............       219,497      329,264
      Common stock issued for payment of services ..       170,113         --
      Depreciation and amortization ................        34,226         --
   Increase (decrease) from changes in:
      Prepaid expenses .............................       (85,000)        --
      Advances .....................................      (371,992)        --
      Stockholder receivable .......................          --        143,962
      Other current assets .........................        (4,133)      57,866
      Accounts payable .............................      (105,878)      34,505
      Due to affiliates ............................       950,502      416,871
      Accrued expenses .............................        26,032     (113,836)
      Net liabilities of discontinued operations ...      (209,367)     (97,774)
                                                        ----------    ----------
          Net cash used in operating activities ....      (544,547)     (26,282)
                                                        ----------    ----------

Investing activities:
 Proceeds from sale of CMA .........................     1,140,000         --
                                                        ----------    ----------
          Net cash provided by investing activities      1,140,000         --
                                                        ----------    ----------
Financing activities:
 Proceeds from loans ...............................        34,881         --
 Proceeds from stockholder receivables .............       121,259         --
 Proceeds from issuances of equity securities ......        67,873       25,500
 Repayments of loans ...............................      (142,025)        --
                                                        ----------    ----------
          Net cash provided by financing activities         81,988       25,500
                                                        ----------    ---------

Net increase (decrease) in cash and cash equivalents       677,441         (782)

Cash and cash equivalents, beginning of year .......            84          866
                                                        ----------    ----------

Cash and cash equivalents, end of year .............   $   677,525    $      84
                                                       ===========    =========

Supplemental cash flow disclosures:
 Cash paid during the period for:
  Interest .........................................   $      --      $    --
  Income taxes .....................................   $       800    $   1,600

Non-cash financing activities:
  Common stock issued for stockholder receivable ...   $   584,167    $  78,758
  Debt converted to common stock ...................   $   125,000    $ 200,000
  Gain on sale of CMA (Note 2) .....................   $   799,478    $    --
  Release of liability to Nona (Note 2) ............   $ 1,585,468    $    --

          See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
                                                                              F8


                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1.   Summary of Significant Accounting Policies and Business Activities

Description of Business

Group V Corporation  (formerly,  NuOasis Gaming, Inc.) and its subsidiaries (the
"Company"),  operate as a holding company for leisure and entertainment  related
businesses.  Group V Corporation  was  originally  incorporated  in the State of
Delaware in 1987.  During the year ended June 30, 1997  ("Fiscal  1997") and the
nine months ended June 30, 1996 ("Fiscal  1996"),  the Company engaged in gaming
and investment development activities, primarily in the United States.

Principles of Consolidation

The accompanying  consolidated  financial statements for the year ended June 30,
1997, include the accounts of Group V Corporation ("Group V"), Casino Management
of America,  Inc.  ("CMA")  through its disposal date of June 13, 1997 (Note 2),
and National Pools Corporation ("NPC") from its date of acquisition December 24,
1996 (Note 2).

The  accompanying  consolidated  financial  statements for the nine months ended
June 30, 1996, include the accounts of Group V and CMA.

As used herein, the above is collectively referred to as the "Registrant" or the
"Company" unless the context indicates otherwise.  All intercompany accounts and
transactions have been eliminated in consolidation.

Discontinued Operation

The sale of CMA in June 1997 has been accounted for as a discontinued  operation
and,  accordingly,  its operating  results have been  segregated and reported as
discontinued   operations  in  the  accompanying   consolidated   statements  of
operations  and cash flows for the year ended June 30,  1997 and the nine months
ended June 30, 1996.  There are no net assets related to CMA in the accompanying
consolidated  balance sheet as of June 30, 1997. The following table  summarizes
amounts  recorded as the net loss of discontinued  operation in the accompanying
consolidated statements of operations:


<PAGE>
                                                                              F9
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1. Summary of  Significant  Accounting  Policies  and  Business  Activities
     (Continued)

<TABLE>
<CAPTION>
                                     For the Year Ended     For the Nine Months
                                        June 30, 1997       Ended June 30, 1996
                                        -------------       -------------------

<S>                                  <C>                    <C>
General and administrative expenses  $           100        $      272,774

Professional services .............          219,397                95,000

Gain on sale of investment ........              --                (38,510)
                                        -------------       -------------------
Net loss of discontinued operation   $      219,497          $     329,264
                                        =============        ==================
</TABLE>

MANAGEMENT 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.

CHANGE IN FISCAL YEAR

During  Fiscal  1996,  the  Company  elected to change its fiscal  year end from
September 30 to June 30 to coincide  with the fiscal year end of Nona  Morelli's
II, Inc., the Company's then controlling parent.

CASH EQUIVALENTS

Cash  equivalents are highly liquid  investments with a maturity of three months
or less when acquired.

CONCENTRATION OF CREDIT RISK

As of  June  30,  1997,  the  Company  had  cash  on  deposit  with a  financial
institution that exceeded the federally insured limit by approximately $545,000.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 107 requires disclosure
about fair value for all financial  instruments  whether or not recognized,  for
financial  statement   purposes.   Disclosure  about  fair  value  of  financial
instruments is based on pertinent information available to management as of June
30,  1997.  Considerable  judgment is  necessary  to  interpret  market data and
develop  estimated fair value. The Company has determined that the fair value of
all financial instruments approximated their carrying value as of June 30, 1997.


<PAGE>
                                                                             F10
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1. Summary of  Significant  Accounting  Policies  and  Business  Activities
     (Continued)

EQUIPMENT

Equipment is recorded at cost.  Depreciation is provided using the straight-line
method over the  estimated  useful lives of the related  assets which is five to
seven years. Maintenance and repairs are charged to operations as incurred.

INCOME TAXES

The  Company  accounts  for  income  taxes in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes," which requires the use of the "liability  method"
of accounting for income taxes. Accordingly, deferred tax liabilities and assets
are determined based on the difference  between the financial  statement and tax
bases of assets and liabilities,  using enacted tax rates in effect for the year
in which the differences are expected to reverse. Current income taxes are based
on the  year's  income  taxable  for  federal  and state  income  tax  reporting
purposes.

ACCOUNTING FOR EMPLOYEE STOCK OPTIONS

In October 1995, the Financial  Accounting  Standards Board ("FASB") issued SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation."  In conformity  with the
provisions of SFAS No. 123, the Company has  determined  that it will not change
to the fair value method  presented by SFAS No. 123 and will  continue to follow
Accounting  Principle  Board Opinion No. 25 for  measurement  and recognition of
employee  stock-based  transactions.  There  were no stock  options  granted  to
employees during Fiscal 1997 and 1996.

ISSUANCE OF STOCK FOR SERVICES

Shares of the  Company's  common  stock  issued for  services  are  recorded  in
accordance with SFAS No. 123 at the fair market value of the stock issued or the
fair market value of the services  provided,  whichever  value is more  reliably
measurable.  The value of the services are typically  stipulated by  contractual
agreements.

LOSS PER COMMON SHARE

Loss per common  share is  computed  based on the net loss for each  period,  as
adjusted  for  dividends  required on preferred  stock  ($23,800 and $17,850 for
Fiscal 1997 and Fiscal 1996,  respectively)  and the weighted  average number of
common shares  outstanding.  Common stock equivalents were not considered in the
loss per share calculations, as the effect would have been anti-dilutive.


<PAGE>
                                                                             F11
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1. Summary of  Significant  Accounting  Policies  and  Business  Activities
     (Continued)

RECLASSIFICATION OF PRIOR YEAR AMOUNTS

To enhance  comparability,  Fiscal 1996 consolidated  financial  statements have
been reclassified,  where appropriate,  to conform with the financial  statement
presentation used in Fiscal 1997, and to disclose the discontinued operations of
CMA.

RECENT ACCOUNTING DEVELOPMENTS

In February 1997, FASB issued SFAS No. 128,  "Earnings Per Share" ("EPS").  SFAS
No. 128  requires  all  companies  to present  "basic"  EPS and,  if they have a
complex  capital  structure,  "diluted" EPS. Under SFAS No. 128,  "basic" EPS is
computed by dividing income  (adjusted for any preferred stock dividends) by the
weighted  average  number  of  common  shares  outstanding  during  the  period.
"Diluted" EPS is computed by dividing  income  (adjusted for any preferred stock
or convertible stock dividends and any potential income or loss from convertible
securities) by the weighted average number of common shares  outstanding  during
the period  plus the number of  additional  common  shares  that would have been
outstanding if any dilutive potential common stock had been issued. The issuance
of  anti-dilutive  potential  common  stock  should  not  be  considered  in the
calculation.  In addition,  SFAS No. 128 requires certain additional disclosures
relating to EPS. SFAS No. 128 is effective for financial  statements  issued for
periods ending after December 15, 1997.  Thus, the Company  expects to adopt the
provisions of this statement in fiscal year 1998. Management does not expect the
adoption of this  pronouncement  to have a  significant  impact on the Company's
financial statements.

In June 1997, the FASB issued SFAS No. 130,  "Reporting  Comprehensive  Income."
This statement  establishes standards for reporting and display of comprehensive
income and its components (revenues,  expenses, gains and losses) in an entity's
financial  statements.  This  statement  requires an entity to classify items of
other comprehensive  income by their nature in a financial statement and display
the accumulated balance of other  comprehensive  income separately from retained
earnings and additional  paid-in-capital in the equity section of a statement of
financial  position.  This pronouncement is effective for fiscal years beginning
after  December 15, 1997 and the Company  expects to adopt the provision of this
statement  in fiscal year 1998.  Management  does not expect this  statement  to
significantly impact the Company's financial statements.

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  About Segments of an
Enterprise and Related  Information." This statement requires public enterprises
to report financial and descriptive  information about its reportable  operating
segments and  establishes  standards for related  disclosures  about product and
services, geographic areas, and major customers. This pronouncement is effective
for fiscal years  beginning  after December 15, 1997 and the Company  expects to
adopt the provisions of this statement in fiscal year 1998.  Management does not
expect  this  statement  to   significantly   impact  the  Company's   financial
statements.



<PAGE>
                                                                             F12
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 2.  Acquisition of National Pools Corporation

On June 13, 1996, Nona Morelli's II, Inc. ("Nona"),  the then controlling parent
of Group V, granted an option (the "Option") to Joseph  Monterosso,  the current
President of the Company,  to acquire 250,000 Series B Preferred Shares of Group
V (the "Series B Shares") owned by Nona. The Option is exercisable at a price of
$13.00 per share.

On December 19, 1996,  Group V entered into Stock Purchase  Agreements with each
of the shareholders of NPC pursuant to which Group V agreed to issue a series of
Secured  Promissory  Notes (the  "Notes") in the aggregate  principal  amount of
$1,200,000 and 1,000,000 shares of Group V's restricted  common stock to the NPC
shareholders in exchange for all of the issued and outstanding shares of capital
stock of NPC. The Notes are convertible into a maximum of 241,900,000  shares of
Group V common  stock.  The  conversion of the Notes are  contingent  upon NPC's
operations achieving certain financial goals over the next several fiscal years.
The terms of the  conversion  are,  for every  $250,000 of net annual  operating
income achieved by NPC, $7,500 in principal amount of the Notes may be converted
into  1,511,875  shares  of  restricted  Group V common  stock.  The  Notes  are
non-recourse  to Group V, secured by the assets of NPC,  bear interest at 8% per
annum,  and are due  and  payable  on May 31,  1999  (Note  3).  As part of this
acquisition,  Nona and Group V agreed to a debt assumption agreement whereby all
Group V debt in excess of $20,000 on December 24, 1996,  except for amounts owed
to certain  affiliates,  which have been converted into shares of Group V common
stock, was assumed by Nona (Note 8). The NPC Stock Purchase Agreements closed on
December 24, 1996.

On June 13, 1997, Mr. Monterosso exercised the Option to purchase 128,041 Series
B Shares,  at $13.00 per share, by payment to Nona of approximately  $1,665,000.
The 128,041 Series B Shares acquired may be immediately converted into 9,987,198
shares of restricted Group V common stock.  Additionally on June 13, 1997, Group
V sold its wholly owned subsidiary,  CMA, to Nona for cash of $1,140,000,  notes
receivable  from  NPC  aggregating  $245,836,  and a  credit  against  the  Nona
intercompany  account of $95,000.  The Fiscal 1997 operations of CMA through the
sale date of June 13, 1997 has been presented as a discontinued operation in the
accompanying consolidated statements of operations (Note 1). The gain on sale of
CMA of  $799,478  has  been  accounted  for  as a  capital  contribution  in the
accompanying consolidated statements of stockholders' equity.

On August 22, 1997 and  effective  June 13,  1996,  the Option was amended  (the
"Amended  Option") to  increase  the  exercise  price for 21,959 of the Series B
Shares from $13.00 per share to $72.20 per share,  or  approximately  $1,585,000
for the 21,959  shares of Series B Preferred  Stock.  The option to purchase the
remaining 100,000 shares of Series B Shares was terminated.  Concurrently,  Nona
granted Mr.  Monterosso a new option to purchase the remaining  100,000 Series B
Shares at an exercise price of $11.70 per share. Additionally,  as consideration
for granting the new option,  Nona acquired the right to require Mr.  Monterosso
to purchase  all or any  remaining  unexercised  shares of the 100,000  Series B
Shares in its entirety by September 1, 1998.


<PAGE>
                                                                             F13
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 2.  Acquisition of National Pools Corporation (Continued)

Closing on September  2, 1997,  but  effective  June 30,  1997,  Mr.  Monterosso
exercised the Amended Option to purchase  21,959 Series B Shares,  at $72.20 per
share,  by  payment to Nona of  approximately  $1,585,000.  The 21,959  Series B
Shares acquired may be immediately converted into 1,712,802 shares of restricted
Group V common stock.  Concurrent with the exercise of the Amended Option, Group
V released  Nona from  liability,  if any,  arising  from any events  while Nona
controlled  Group V, in exchange  for  approximately  $1,585,000  of  marketable
securities.  Such marketable  securities have not yet been delivered from escrow
and,  accordingly,  the  consideration  to be  received  by the Company has been
presented in the  accompanying  consolidated  balance  sheet as due from escrow.
Additionally,   such   consideration   has  been  accounted  for  as  a  capital
contribution in the accompanying statements of stockholders' equity.

On September 2, 1997, Nona sold to Mr. Monterosso 6,000,000 New Class D Warrants
in  consideration  for a $1,800,000  promissory  note secured by the New Class D
Warrants,  due in September  1998.  Each New Class D Warrant is  exercisable  at
$1.00 per share and entitles  Mr.  Monterosso  to receive,  upon  exercise,  two
shares of common stock, or a total of 12,000,000 common shares if all the of the
New Class D Warrants are exercised. The New Class D Warrants expire on March 30,
2004, and to date, none of the New Class D Warrants have been exercised.

On  September  2, 1997,  Nona  granted to Mr.  Monterosso  an option to purchase
7,800,000  common  shares of the  Company  exercisable  at $0.15 per share after
Nona's  election to convert its remaining  100,000  shares of Series B Preferred
Stock into 7,800,000 common shares.

As a result of the Company's  acquisition  of NPC and the sales and purchases of
the Series B Preferred  Stock,  as discussed  above,  a change in control of the
Registrant  has  occurred  and the  Registrant  is now no  longer  a  controlled
subsidiary of Nona.

BASIS OF PRESENTATION OF ACQUISITION

The  acquisition  of NPC  presents  Group V as the  accounting  acquiror.  Since
conversion of the Notes (see Note 3) is based upon future earnings of NPC, which
is  ultimately  based  upon  the  success  of  the  Hit-LoTTo(TM)  program,  the
probability  of  the  conversion  is  currently  undeterminable  and  uncertain.
Although  control of Group V may be  transferred  to the NPC  shareholders  upon
conversion of the Notes due to this uncertainty, the acquisition of NPC has been
accounted for under the purchase method of accounting in accordance with APB No.
16 with Group V deemed the accounting acquiror.


<PAGE>
                                                                             F14
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 2.  Acquisition of National Pools Corporation (Continued)

The following table  summarizes the assets  acquired and liabilities  assumed by
the Company in connection  with its acquisition of NPC, which closed on December
24, 1996.


          Employee advances                  $         30,939
          Fixed assets, net                            45,232
          Software, net                                38,245
          Other assets                                  5,455
          Goodwill                                  3,318,107   (a)
          Liabilities assumed                      (2,112,978)
                                             ----------------- 

              Total consideration            $      1,325,000   (b)
                                             =================

         (a)      The excess of the purchase price over the fair market value of
                  the net assets acquired was  approximately  $3,318,107 and was
                  allocated  to  goodwill.  Due to the  Registrant's  and  NPC's
                  historical  negative  cash flows from  operations  and working
                  capital  deficit,  the goodwill of $3,318,107 was  immediately
                  written off due to the  uncertainty  of  realizing  any future
                  benefit from this asset.

         (b)      Total consideration  consists of convertible notes payable of 
                  $1,200,000  (Note 3) and common  stock  aggregating  $125,000
                  based on the fair value of the Company's common stock on the
                  close date.

NOTE 3.  Convertible Notes Payable

In connection with the Stock Purchase  Agreements with each of the  shareholders
of NPC (Note 2), the Company  issued Secured  Promissory  Notes (the "Notes") in
the aggregate  principal amount of $1,200,000.  The Notes are convertible into a
maximum of  241,900,000  shares of Group V common stock.  The  conversion of the
Notes is contingent upon NPC's operations achieving certain financial goals over
the next  several  fiscal  years.  The terms of the  conversion  are,  for every
$250,000 of net annual  operating  income  achieved by NPC,  $7,500 in principal
amount of the Notes may be converted into 1,511,875 shares of restricted Group V
common stock.  The Notes are  non-recourse  to Group V, secured by the assets of
NPC, bear interest at 8% per annum,  and are due and payable on May 31, 1999. As
such,  the  Notes  are  included  in  long-term  debt  at June  30,  1997 in the
accompanying consolidated balance sheet.


<PAGE>
                                                                             F15
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 4.  Stockholders' Equity

Common Shares Reserved for Issuance

At June 30,  1997,  shares of common  stock were  reserved  for the exercise and
conversion of the following:

 Preferred stock:
   14% Preferred Stock issued and outstanding                            170,000
   Series B Preferred Stock issued and outstanding                    19,500,000
 Redeemable common stock purchase warrants:
   New Class A (exercisable at $.50 per share)                         1,530,000
   New Class B (exercisable at $.75 per share)                         3,080,000
   New Class C (exercisable at $1.00 per share)                        1,510,000
   New Class D (exercisable at $.50 per share)                        12,000,000
 1993 Incentive and Non-qualified Stock
      Options - available for grant                                    1,200,000
 1991 Non-qualified Stock Options - available for grant                  600,000
 1989 Incentive Stock Options - available for grant                      500,000
 1989 Non-qualified Stock Options: available for grant                   500,000

 Other Stock Options:
 Grants outstanding                                                      847,500
 NPC Convertible Notes Payable                                       214,900,000
                                                                     -----------
          Total                                                      256,337,500
                                                                     ===========

None of the common stock purchase warrants have been exercised as of the date of
this  report,  accordingly  no shares  have  been  issued  or  reflected  in the
stockholders' equity section of the accompanying consolidated balance sheet.

PREFERRED STOCK

During 1989,  stockholders  authorized the issuance of up to 1,000,000 shares of
preferred stock with a par value of $.01 per share.


<PAGE>
                                                                             F16
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4. Stockholders' Equity (Continued)

During 1989,  the Company sold 750,000 shares of preferred  stock  designated as
14% cumulative  convertible preferred stock (the "14% Preferred Stock"). The 14%
Preferred Stock is redeemable, in whole or in part, at the option of the Company
at a redemption price of $100 per share plus any unpaid dividends thereon to the
redemption  date. The 14% Preferred  Stock has a liquidation  value of $1.00 per
share, ranks, as to dividends and liquidation,  prior to the common stock and is
convertible  at the option of the holder  upon 30 days  notice into one share of
common stock,  subject to adjustments in certain events.  Each share is entitled
to one vote and an annual  dividend of $.14 per share.  Dividends are cumulative
and payable  quarterly when declared.  Dividends on common stock may not be paid
unless provision has been made for payment of preferred dividends.
        
No 14% Preferred  Stock was converted and no dividends  were declared or paid on
the 14%  Preferred  Stock  during  Fiscal  1997 and 1996.  Dividends  in arrears
aggregated $158,225 at June 30, 1997.

The 14% Preferred  Stock has a liquidation  preference of the original  purchase
price ($1.00 per share) plus unpaid dividends on each share thereof. The balance
of proceeds of a liquidation,  if any, are to be paid to the common stockholders
of the Company. A merger or reorganization or other transaction in which control
is transferred will be treated similar to a liquidation.

Subject  to  anti-dilution  adjustments,  each share of 14%  Preferred  Stock is
convertible at any time into one share of the Company's common stock. Each share
of the 14% Preferred Stock votes on a 1:1  converted-to-common  stock basis, and
the holders of 14%  Preferred  Stock and the holders of common  stock shall vote
together  as one  class  on all  matters  submitted  to a vote of the  Company's
stockholders.  The conversion  ratio of the 14% Preferred  Stock to common stock
will be  proportionally  adjusted in the event of  dilution,  i.e.  proportional
adjustments for stock splits and stock dividends will be made.

In March 1994,  pursuant to a stock  purchase  agreement  with Nona and CMA, the
Company issued 250,000 shares of Series B Preferred  Stock to Nona. The Series B
Preferred  Stock has no redemption  rights and is not entitled to any dividends.
It has a  liquidation  value of $2 per share in  preference  to any  payment  on
common stock,  subject only to rights of the holders of the 14% Preferred Stock.
Each share is entitled to seventy-eight (78) votes and shall be convertible into
seventy-eight  (78) fully paid and  nonassessable  shares of common stock,  or a
total of  19,500,000  shares  of common  stock if all of the  shares of Series B
Preferred Stock are converted.  As discussed in Note 2, Nona sold 150,000 shares
of Series B  Preferred  Stock to Mr.  Monterosso  and  converted  the  remaining
100,000  shares  of  Series B  Preferred  Stock  into  7,800,000  shares  of the
Company's common stock (Note 2).


<PAGE>
                                                                             F16
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.  Stockholders' Equity (Continued)

PRIVATE SALE OF COMMON STOCK AND NEW WARRANTS

During June 1993, the Company  undertook a private  placement of 25 units for an
aggregate  sales  price of  $250,000  ("Private  Placement  I"),  with each unit
consisting  of 40,000  shares of common  stock,  40,000  New Class A  redeemable
common stock  purchase  warrants ("New Class A Warrants") and 40,000 New Class B
redeemable  common stock purchase  warrants  ("New Class B Warrants").  Each New
Class A Warrant entitles the holder to purchase one share of common stock at the
price of $.50 per share for the period from August 1, 1993 to the effective date
of a registration  statement  registering  the common stock and the common stock
underlying  the New Class A Warrants  offered  and  issuable  under the  related
private  placement  memorandum.  Each New Class B Warrant entitles the holder to
purchase one share of common stock at the price of $.75 per share for the period
from  August  1,  1993  to  the  effective  date  of  a  registration  statement
registering  the common  stock and the common stock  underlying  the New Class B
Warrants offered and issuable under the related private placement memorandum.

During July 1993, the Company  undertook a private placement of an additional 25
units for an aggregate  sales price of $250,000  ("Private  Placement II"), with
each unit  consisting  of 40,000  shares of  common  stock,  40,000  New Class A
Warrants, and 40,000 New Class B Warrants.

During August 1993, the Company  undertook a private  placement of an additional
20 units for an aggregate  sales price of $200,000  ("Private  Placement  III"),
with each unit  consisting of 40,000 shares of common stock,  40,000 New Class A
Warrants, and 40,000 New Class B Warrants.

In  connection  with  Private  Placements  I, II and III,  the Company  received
proceeds of $559,000 (net of sales agent and other direct costs which aggregated
$141,000) from the sale of 70 units and issued 2,800,000 shares of common stock,
2,800,000 New Class A Warrants and 2,800,000 New Class B Warrants  during fiscal
year 1993.

In September 1993, in an effort to encourage early exercise, the Company offered
one  New  Class  C  redeemable  common  stock  purchase  warrant  ("New  Class C
Warrants")  for each New Class A Warrant  exercised on or before  September  30,
1993.  In  connection  with that  offer,  1,550,000  New Class A  Warrants  were
exercised resulting in the issuance of an additional  1,550,000 shares of common
stock for $775,000 and 1,550,000 New Class C Warrants.  Each New Class C Warrant
entitles  the holder to purchase one share of common stock at the price of $1.00
per share.

The Company received  $50,000,  $300,000 and $1,090,000 from other private sales
of 300,000,  1,371,500  and 1,090,000  shares of restricted  common stock during
1993, 1992 and 1991,  respectively.  The 1993 private sales included 100,000 New
Class A Warrants and 100,000 New Class B Warrants.  No amounts were  recorded on
the balance  sheet for the issuance or valuation of the warrants as all proceeds
were recorded in common stock and additional  paid-in-capital  accounts. All New
Class A, B and C Warrants  are  exercisable  up to one year after the  effective
date of the registration of the underlying stock. As of the date of this report,
the registration of the underlying stock has not been finalized and therefore is
not yet effective. Note 4. Stockholders' Equity (Continued)
<PAGE>
                                                                             F18
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.  Stockholders' Equity (Continued)

In March 1994,  pursuant to a stock  purchase  agreement  with Nona and CMA, the
Company issued  6,000,000 New Class D Warrants to Nona. Each New Class D Warrant
is  exercisable  at $1.00 per share and will  entitle the holder to receive upon
exercise two (2) shares of common stock, or a total of 12,000,000  shares if all
of the New Class D Warrants are  exercised.  The New Class D Warrants  expire on
March  30,  2004,  and to  date,  none of the New  Class D  Warrants  have  been
exercised.  In  September  1997,  Nona  sold  the New  Class D  Warrants  to Mr.
Monterosso for a $1,800,000  promissory note secured by the New Class D Warrants
(Note 2).

1993 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLANS

Under stock option plans  adopted on January 22, 1993,  the  Company's  Board of
Directors may grant "incentive stock options" and "non-qualified  stock options"
whereby option holders may purchase up to 1,200,000 shares of common stock prior
to the termination of the plan on January 22, 2003.  Incentive stock options may
only be granted to officers and other employees; non-qualified stock options may
be granted  to  employees,  advisors,  consultants  and  members of the Board of
Directors of the Company.  Incentive stock options may not be granted at a price
less  than 100% of fair  market  value as of the date of grant to  officers  and
employees who own less than 10% of the  Company's  common stock and 110% of fair
market  value  to  those   officers  and   employees  who  own  more  than  10%.
Non-qualified  stock  options may be granted at a price to be  determined by the
compensation  committee of the Board of Directors on the date such non-qualified
stock options are granted.  Options are  exercisable  from the date of grant and
expire no later  than ten years from the date of grant or such  earlier  date as
determined by the compensation committee at the date of grant. However, the term
of an incentive  stock option granted to an officer or other employee who at the
time of grant owns at least 10% of the Company's common stock,  shall not exceed
five  years.  No  options  have  been  granted  under  the  1993  incentive  and
non-qualified stock options plans.

1991 NON-QUALIFIED STOCK OPTIONS

Under a stock option plan adopted on February 1, 1991,  the  Company's  Board of
Directors may grant "non-qualified stock options" whereby employees may purchase
up to 600,000  shares of common  stock prior to the  termination  of the plan on
February  1, 2001.  Options  must be granted at no less than 85% of fair  market
value as of the date of grant.  Options are  exercisable  from the date of grant
and  expire no later than five  years  from the date of grant.  No options  were
issued or  exercised  during  fiscal  years 1997 or 1996.  During  Fiscal  1997,
150,000 options expired and were canceled.  600,000 options remain available for
grant as of June 30, 1997.


<PAGE>
                                                                             F19
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4.  Stockholders' Equity (Continued)

1989 INCENTIVE STOCK OPTIONS

Under a stock  option plan  adopted on July 30,  1989,  the  Company's  Board of
Directors may grant "incentive stock options" whereby  employees may purchase up
to 500,000  shares of common stock prior to the  termination of the plan on July
30,  1999.  Options  may not be granted at a price less than 100% of fair market
value as of the date of grant to officers and employees who own less than 10% of
the Company's  common stock and 110% of fair market value to those  officers and
employees who own more than 10%. Options are exercisable from the date of grant,
and  expire no later than five  years  from the date of grant.  No options  were
issued or exercised during fiscal years 1997 or 1996. During Fiscal 1997, 50,000
options expired and were canceled. 500,000 options remain available for grant as
of June 30, 1997.

1989 NON-QUALIFIED STOCK OPTIONS

Under a stock  option plan  adopted on July 30,  1989,  the  Company's  Board of
Directors may grant "non-qualified stock options" whereby employees may purchase
up to 500,000  shares of common  stock prior to the  termination  of the plan on
July 30, 1999.  Options must be granted at no less than 85% of fair market value
as of the date of  grant.  Options  are  exercisable  from the date of grant and
expire no later than five years from the date of grant.  No options  were issued
or exercised  during  fiscal  years 1997 or 1996.  During  Fiscal 1997,  200,000
options expired and were canceled. 500,000 options remain available for grant as
of June 30, 1997.

THE NONA OPTION

In March 1994,  pursuant to a stock  purchase  agreement  with Nona and CMA, the
Company  granted  to Nona a  nontransferable  option for the  purchase  of up to
6,160,000  shares of the Company's  common stock.  The exercise  price and total
number of shares that can be purchased  upon  exercise of the option is equal to
the exercise  price and number of shares of common stock subject to New Class A,
New  Class B and New  Class C  Warrants  outstanding  at the  Closing  Date that
eventually  expired  unexercised.  The Warrant  Agreements extend the expiration
dates of the  respective  warrants  to one year  after the  effective  date of a
registration  statement, at which time Nona may exercise its option provided all
the New Class A, B and C Warrants  have not been  exercised.  Nona does not hold
any of the  New  Class  A, B or C  Warrants,  nor is it  currently  entitled  to
exercise its Option.  In  conjunction  with the sale of the New Class D Warrants
(Note 2), Nona also sold its rights to exercise any  remaining  unexercised  New
Class A, New Class B and New Class C Warrants.


<PAGE>
                                                                             F20
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 4.  Stockholders' Equity (Continued)

Other Stock Options

A summary of other  stock  option  transactions  for Fiscal  1997 and 1996 is as
follows:

<TABLE>
<CAPTION>
                                             Year            Nine Months
                                            Ended                Ended
                                         June 30, 1997       June 30, 1996
                                         --------------     ---------------

<S>                                      <C>                <C>      
Outstanding at beginning of year            6,281,176           5,875,000
    Granted                                         -           1,275,000
    Exercised                              (5,433,676)           (868,824)
    Canceled                                        -                   -
    Issued                                          -                   -
                                          ------------       ------------
Outstanding at end of year                     847,500          6,281,176

Range of option exercise prices granted          -           $.12 - $1.00
</TABLE>


STOCK OPTIONS GRANTED

There were no stock options granted in Fiscal 1997 and the stock options granted
in Fiscal 1996 are described in Note 5.

STOCK OPTIONS EXERcised

During Fiscal 1997, 5,433,676 common shares were issued upon exercise of options
by  affiliates  of the Company in the  aggregate  amount of $652,041 or $.12 per
share.  The Company  received  notes in the  aggregate  amount of  $584,167  and
aggregate  cash payments of $67,874 as  consideration  for the exercise of these
options. The notes are due May 1998 and earn interest at 10% per annum.

During Fiscal 1996,  868,824  common shares were issued upon exercise of options
by the  President of the Company in the amount of  $104,258,  or $.12 per share.
The  Company  received a note  receivable  in the  amount of $78,758  and a cash
payment of $25,500 as consideration for the exercise of these options.  The note
receivable was fully paid during Fiscal 1997.

SHARES ISSUED TO ADVISORS

During Fiscal 1997,  3,626,040  common shares were issued  primarily to advisors
and consultants for services rendered during Fiscal 1997 and 1996. In accordance
with SFAS No. 123, the Company recorded related expenses based on the fair value
of the services received which was more reliably measurable.


<PAGE>
                                                                             F21
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5.  Related Party Employment And Consulting Agreements

FORMER OFFICERS AND DIRECTORS

In August 1995,  the Company  entered into an Employment  Agreement with Fred G.
Luke,  the  Company's  former  Chairman  and  President.  Mr. Luke served as the
Company's  Chairman and  President  since  approximately  March 31, 1994 through
August 8, 1997, and November 25, 1996, respectively. The terms of the Employment
Agreement call for Mr. Luke to receive $4,500 per month, retroactive to April 1,
1994, for five (5) years as a base salary;  and, grant him an option to purchase
3,000,000  shares of the Company's common stock at an exercise price of $.12 per
share.  In May 1997,  198,715  common  shares were issued in  settlement  of all
amounts  owed to Mr. Luke as of May 5, 1997.  The Company  expensed  $54,000 and
$40,500 during Fiscal 1997 and 1996, respectively, and had no amounts due to Mr.
Luke as of June  30,  1997.  Mr.  Luke's  Employment  Agreement  was  terminated
effective May 5, 1997.

Effective April 1, 1996, the Company renewed a consulting agreement with John D.
Desbrow  through March 31, 1997 to perform legal services and to hold the office
of Secretary.  Under the renewed consulting  agreement the Company contracted to
pay Mr. Desbrow  $75,000 per annum for the renewal term payable in the Company's
common stock.  In May 1997,  102,030  common shares were issued in settlement of
all  amounts  owed to Mr.  Desbrow  as of May 5,  1997.  Under  the terms of the
consulting  agreement,  Mr.  Desbrow  invoices  the  Company and applies the net
proceeds received from the sale of stock to the invoiced  amounts.  For purposes
of any "profit"  computation  under Section 16 (b), Mr.  Desbrow and the Company
have agreed the price paid for the shares is deemed to be  $75,000.  The Company
expensed $62,500 and $43,750, during Fiscal 1997 and 1996, respectively, and had
no  amounts  due to Mr.  Desbrow  as of June 30,  1997.  Mr.  Desbrow's  renewed
consulting agreement was terminated on May 5, 1997.

In July 1996,  the Company  renewed a consulting  agreement with Steven H. Dong,
pursuant to which Mr.  Dong is to perform  accounting  services  and to hold the
office of Chief Financial Officer through June 30, 1997. Pursuant to the renewed
consulting  agreement  the Company  agreed to pay Mr. Dong  $39,000 per annum in
cash or in the Company's common stock,  payable monthly in arrears. In May 1997,
237,500  common shares were issued in settlement of all amounts owed to Mr. Dong
as of May 5, 1997. Under the terms of the renewed consulting agreement, Mr. Dong
invoices  the Company and applies  the net  proceeds  received  from the sale of
stock to the invoiced  amounts.  For purposes of any "profit"  computation under
Section 16 (b),  Mr.  Dong and the  Company  have  agreed the price paid for the
shares is deemed to be $39,000.  The Company expensed $39,000 and $15,000 during
Fiscal  1997 and 1996,  respectively,  and had no amounts  due to Mr. Dong as of
June 30, 1997. Mr. Dong's renewed consulting  agreement was terminated effective
May 5,1997.  Effective July 1, 1997, NPC entered into a new employment agreement
with Mr.  Dong to perform  accounting  services  and to hold the office of Chief
Financial Officer (see below.)


<PAGE>
                                                                             F22
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 5.  Related Party Employment And Consulting Agreements (Continued)

The Luke Family Trust and Lawver Corp. owns 93% and 7%,  respectively,  of NuVen
Advisors.  Fred G. Luke,  as trustee of the Luke Trust,  controls the Luke Trust
and Mr. Jon Lawver is the  majority  shareholder  of Lawver  Corp.  and  thereby
controls  Lawver  Corp.  Effective  October  1,  1995,  Group V and CMA  renewed
Advisory and  Management  Agreements  with NuVen  Advisors for the engagement of
NuVen  Advisors  to perform  professional  services  for  Fiscal  1997 and 1996.
Pursuant to such renewal,  Group V and CMA agreed to pay NuVen Advisors $120,000
annually,  payable monthly in arrears.  In May 1997,  787,180 common shares were
issued in  settlement  of all amounts owed to NuVen  Advisors as of May 5, 1997.
The  Company  expensed  $240,000  and  $225,000,  during  Fiscal  1997 and 1996,
respectively,  and had no amounts  due to NuVen  Advisors  as of June 30,  1997.
NuVen Advisors' agreements were terminated effective May 5, 1997.

During fiscal year 1994,  the Company  entered into an agreement  with Structure
America,  Inc. ("SAI") to issue 1,000,000 shares for consulting  services.  Such
services were rendered  during  fiscal year 1995.  During fiscal year 1996,  the
Company entered into another agreement with SAI to perform consulting  services.
Pursuant to such agreement,  the Company agreed to issue 1,000,000 common shares
of the Company to SAI and granted  SAI an option to  purchase  1,000,000  common
shares of the Company,  exercisable  at $.12 per share.  In May 1997,  1,000,000
common  shares were issued in settlement of all amounts owed to SAI as of May 5,
1997. The Registrant  expensed $200,000 and $75,000 during fiscal years 1997 and
1996,  respectively,  and had no amounts due to SAI as of June 30,  1997.  SAI's
agreement was terminated effective May 5, 1997.

NEW OFFICERS AND DIRECTORS

Effective  July 1, 1997, the Company  entered into an employment  agreement with
Dennis Houston to serve as the NPC's Chief  Operating  Officer and a Director of
the Company.  The agreement  compensates Mr. Houston  $100,000 per annum through
December 31, 1997, and $200,000 per annum through June 30, 2000, payable in cash
or in common stock. The agreement also granted Mr. Houston an option to purchase
5,250,000  common shares of the Company at an exercise  price of $0.50 per share
and participation in the Company's management bonus program.

On  April  1,  1994,  NPC  entered  into an  employment  agreement  with  Joseph
Monterosso to serve as NPC's Chief Executive  Officer.  In conjunction  with the
acquisition of NPC, Mr. Monterosso  became the Company's  President and Director
on November 25, 1996, and Chairman on August 8, 1997. The agreement  compensates
Mr. Monterosso  $125,000 per annum and $250,000 per annum upon the first sale of
the Company's HitLoTTo(TM) Value Card, payable in cash or in common stock of the
Company.


<PAGE>
                                                                             F23
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5.  RELATED PARTY EMPLOYMENT AND CONSULTING AGREEMENTS (CONTINUED)

Effective  July 1, 1997, the Company  entered into an employment  agreement with
Steven H. Dong to serve as the Company's Chief Financial Officer.  The agreement
compensates  Mr. Dong $105,000 per annum through June 30, 1998, and $125,000 per
annum through June 30, 1999,  payable in cash or in common stock of the Company.
The agreement also granted Mr. Dong an option to purchase  800,000 common shares
of the Company at an exercise price of $0.50 per share and  participation in the
Company's management bonus program.

NOTE 6.  Income Taxes

The income  tax  effects of  significant  items  comprising  the  Company's  net
deferred  income tax assets and  liabilities as of June 30, 1997 and 1996 are as
follows:

<TABLE>
<CAPTION>
                                                     1997           1996
                                                ------------   ------------

<S>                                             <C>            <C>        
Accrued expenses ............................   $   185,000    $      --  
Valuation allowance .........................      (185,000)          --  
                                                ------------   ------------
Current portion of deferred tax liabilities     $      --      $      --  
                                                ============   ============

Depreciation and amortization ...............   $    (3,000)   $   154,000
Net operating loss carryforwards ............     3,470,000      2,796,000
Valuation allowance .........................    (3,467,000)    (2,950,000)
                                                ------------    -----------
Long-term portion of deferred tax liabilities   $      --      $      --
                                                ============   ============
</TABLE>


The reconciliation of income taxes computed at the federal statutory tax rate to
income tax expense at the effective income rate is as follows:


<TABLE>
<CAPTION>
                                                     1997           1996
                                                ------------   ------------
<S>                                             <C>            <C>    
Federal statutory income tax (benefit) rate      (34.0)%           (34.0)%
Increases (decreases) resulting from:
     Goodwill .............................       36.1               --
     Net change in valuation allowance ....       (2.1)             34.0
                                                ------------   ------------
Effective income benefit rate .............         -- %             -- % 
                                                ============   ============
</TABLE>

The Company has federal and state net operating losses  ("NOL's")  approximating
$9,510,000  and  $4,150,000,  respectively.  A significant  portion of the NOL's
resulted  from the  acquisition  of NPC and may be subject to  ownership  change
limitations.  The  federal  NOL's  carryforwards  begin to expire in fiscal year
2005.  The state NOL's  carryforwards  begin to expire in fiscal  year 1998.  In
addition,  utilization  of the NOL's may be  limited  under  Section  382 of the
Internal Revenue Code due to additional ownership changes.

<PAGE>
                                                                             F24
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.  Income Taxes (Continued)

At June 30,  1997 and 1996,  a 100%  valuation  allowance  has been  provided to
reduce  the  Company's  net  deferred  tax  assets  for the  amount by which the
deferred tax asset  exceeded the net deferred tax liability  resulting  from all
temporary  differences.  The Company has provided the allowance since management
could not determine  that is was "more likely than not" that the benefits of the
deferred tax assets would be realized.

NOTE 7.  Commitments And Contingencies

OPERATING LEASE

The  Company   sublets  office  space  in  San  Francisco,   California  from  a
stockholder.  The related lease expires June 2002.  Future minimum annual rental
payments  required  under the terms of the  lease are as  follows  for the years
ending June 30,:

                  1998                      $       41,221
                  1999                              42,870
                  2000                              44,585
                  2001                              46,369
                  2002                              48,223
                  ----                      --------------
                  Total                     $      223,268
                                            ==============

Rent expense aggregated $22,811 and $540 in Fiscal 1997 and 1996, respectively.

LEGAL PROCEEDINGS

The Company's legal proceedings during Fiscal 1997 were associated with Nona and
CMA and  therefore  do not involve  the  Company  since CMA was sold to Nona and
since Nona is no longer a controlling parent (Note 2).

NOTE 8.  Extraordinary Item

During Fiscal 1997, NPC  extinguished a note payable,  related accrued  interest
and certain trade  obligations  aggregating  $1,475,503 by making aggregate cash
payments  of  $153,033.  In  addition,  as  discussed  in Note 2,  Nona  assumed
liabilities of the Company aggregating  $45,984.  Such debt forgiveness has been
recorded as an extraordinary gain in the accompanying consolidated statements of
operations.  The extraordinary item has not been presented net of tax due to the
Company's current year net loss and existing net operating loss carryforwards.



<PAGE>
                                                                             F25
                               GROUP V CORPORATION
                        (formerly, NuOasis Gaming, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 9.  Subsequent Event

In September  1997, the Company agreed in principle to acquire a 50% convertible
net profits  interest ("Net Profits  Interest") in Universal  Network  Services,
Inc.  ("UNSI").  NPD's Chief  Operating  Officer is a shareholder and officer of
UNSI. The Net Profits Interest will provide the Company with up to 50% of UNSI's
net operating profit and grant the Company the option to convert its Net Profits
Interest into an equity  interest of up to 100% of UNSI's issued and outstanding
common stock. No agreements have yet been executed and negotiations are still in
process.  UNSI is an  interexchange  carrier  that  provides  telecommunications
services to both residential and business customers throughout the United States
and certain foreign countries.

<PAGE>
                                  EXHIBIT 10.32

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (the  "Agreement"),  is entered into this 4th
day of May,  1997, by and between  NuOASIS  GAMING INC., a Delaware  corporation
("NGI"),  and NONA MORELLI'S II, INC., a Colorado corporation  ("NONA"),  on the
basis of the following recitals.

     WHEREAS,  Casino Management of America, Inc., a Utah corporation ("CMA") is
a wholly owned subsidiary of NGI.

     WHEREAS,  NGI  desires  to sell,  assign  and  transfer  to NONA all of the
outstanding shares of stock of CMA ("CMA Shares") consisting of 7,500,000 shares
of common stock, and NONA desires to purchase the CMA Shares for One Million Two
Hundred Thirty Five Thousand Dollars  ($1,235,000) upon and subject to the terms
and conditions of this Agreement.

     NOW, THEREFORE, for and in consideration of the mutual promises herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, NGI and CMA agree as follows:

     SALE OF CMA SHARES.

     Upon and subject to all the terms and conditions of this Agreement,  at the
Closing  NGI shall  assign  and  transfer  the CMA  Shares to NONA,  and as full
consideration  therefor  NONA shall pay NGI One Million Two Hundred  Thirty Five
Thousand Dollars ($1,235,000).

EFFECTIVE DATE AND CLOSING; DELIVERY OF CMA SHARES.

     DATE AND PLACE.  The  closing of this  Agreement  and  transfer  of the CMA
Shares  (the  "Closing")  shall  occur  at the  offices  of  Skjerven,  Morrill,
MacPherson,  Franklin and Friel LLP as escrow agent, at such time or date as the
parties  hereafter  may  mutually  agree.  The time and date of the  Closing are
herein called the "Closing Date".

     PAYMENT. At the Closing, NONA shall deliver to NGI through escrow the
sum of  $1,140,000  in  certified  funds and a credit  of  $95,000  against  the
payments due on the intercompany account between NONA and NGI.

     DELIVERY OF CMA SHARES.  NGI shall  deliver to NONA through  escrow a stock
certificate or certificates  registered in the name of NONA the CMA Shares,  and
NONA  shall  deliver to CMA and NGI  written  confirmation,  in form  reasonably
satisfactory  to CMA and NGI,  of its  investment  intent  with  regard  to such
shares,  and  such  other  or  further  documentation  as CMA or  NGI  then  may
reasonably  require in order to comply  with  then-applicable  federal and state
securities laws or applicable stock exchange requirements.  The number, type and
kind of the CMA Shares  delivered  to NONA,  in each case,  shall be adjusted to
reflect   all   stock   splits,   stock   dividends,   reverse   stock   splits,
reclassifications, mergers and similar capital changes that shall


<PAGE>

have  occurred  in the  outstanding  common  stock of CMA prior to the  Closing;
provided, however, that neither the foregoing provision, nor any other provision
of this  Agreement,  shall be  construed  to confer  on NONA any of the  rights,
powers or benefits of ownership of shares of CMA (including  without  limitation
cash dividends,  voting rights,  or stock purchase  rights) as to any CMA Shares
that shall not actually  have been issued and delivered to NONA pursuant to this
Section 2C.

     DELIVERY  OF OTHER  DOCUMENTS.  At the  Closing,  each party  hereto  shall
deliver to the other party  through  escrow  such other and  further  documents,
instruments  and  information  as are herein  required  to be  delivered  at the
Closing  by such  party or as are  customarily  delivered  at the  closing  of a
transaction of the type provided for in this Agreement.

     FURTHER DOCUMENTS. From time to time after the Closing, upon the reasonable
request of either  party,  the other party will  deliver  such other and further
instruments  and  documents  as may be  necessary  to  more  fully  vest  in the
requesting party the  consideration  provided for in this Agreement or to enable
the  requesting  party to obtain the rights and  benefits  contemplated  by this
Agreement.

A.   REPRESENTATIONS AND WARRANTIES OF NGI.

     NGI hereby covenants with and represents and warrants to NONA that:

     1.   THE CMA SHARES. The CMA Shares are and will be as of the Closing Date,
          owned,  of record  and  beneficially,  by NONA,  free and clear of all
          liens,  claims and  encumbrances,  and NGI has all necessary right and
          power to enter into and perform this  Agreement and to assign and sell
          the CMA Shares to NONA as provided herein.  Any necessary  shareholder
          approval of NGI's shareholders will be obtained prior to Closing.

     2.   AUTHORITY.  NGI has the full  corporate  power and  authority to enter
          into this Agreement and to carry out the transactions  contemplated by
          this Agreement. The Board of Directors of NGI have duly authorized the
          execution,   delivery,   and  performance  of  this  Agreement.   Upon
          execution,   this  Agreement   constitutes  the  valid,   binding  and
          enforceable obligation of NGI.

     3.   STATUS OF CMA. CMA is duly organized,  validly  existing,  and in good
          standing under the laws of Utah.

     4.   NO CONFLICT WITH OTHER  INSTRUMENT.  Except as disclosed  herein,  the
          execution of this  Agreement  will not violate or breach any document,
          instrument,  agreement, contract, or commitment to which NGI or CMA is
          a party or by which it or CMA is bound.

     5.   FULL DISCLOSURE.  The information  concerning CMA set forth herein and
          in the CMA  Financials,  as defined below, is complete and accurate in
          all material  respects and does not contain any untrue  statement of a
          material fact or omit to


<PAGE>
          state a material fact require to make the statements made, in light of
          the circumstances under which they were made, not misleading.

     6.   FINANCIAL  STATEMENTS.  Financial  statements  of CMA for the  quarter
          ending  March  31,  1997  ("CMA  Financials"),  have  been  or will be
          delivered to NONA prior to the Closing Date. To the best  knowledge of
          NGI,  except  as  set  forth  in  the  CMA  Financials,  there  are no
          liabilities,  either  fixed  or  contingent,  not  reflected  in  such
          financial  statements  other  than  contracts  or  obligations  in the
          ordinary and usual course of business, which would constitute liens or
          other liabilities which, if disclosed,  would alter  substantially the
          financial condition of CMA as reflected in such financial  statements.
          Since March 31,  1997,  there have been no  material  changes in CMA's
          financial condition.

     7.   CAPITALIZATION  OF CMA. The  capitalization  of CMA is, as of the date
          hereof,  comprised of 25,000,000  shares of  authorized  common stock,
          $.01 par value, of which approximately 7,500,000 shares are issued and
          outstanding.

     8.   COMPLIANCE  WITH  LAWS.  Rules and  Regulations.  NGI  represents  and
          warrants that it is in compliance  with all  applicable  federal laws,
          rules  and  regulations;  and all  applicable  state  laws,  rules and
          regulations relating to its ownership of CMA except to the extent that
          non-compliance would not materially and adversely affect the business,
          operations,   properties,   assets,   or  condition  of  NGI  and  its
          subsidiaries  or except to the extent  that  non-compliance  would not
          result in the incurring of any material liability for NGI.

     9.   CONDUCT OF  BUSINESS.  Since March 31,  1997,  except as  disclosed on
          Exhibit "B", CMA has not (1)  discharged  or satisfied any liens other
          than those  securing,  or paid any obligation or liability other than,
          current   liabilities   shown  on  the  CMA   Financials  and  current
          liabilities  incurred  since the date of the CMA  Financials,  in each
          case in the usual or  ordinary  course of  business,  (ii)  mortgaged,
          pledged  or  subjected  to lien any of their  tangible  or  intangible
          assets  (other  than  purchase  money liens  incurred in the  ordinary
          course of  business  for such  assets not yet paid for),  (iii)  sold,
          transferred  or  leased  any of their  assets  except in the usual and
          ordinary course of business, (iv) canceled or compromised any material
          debt or claim, or waived or released any right of material value,  (v)
          suffered  any physical  damage,  destruction  or loss  (whether or not
          covered by insurance)  materially  adversely affecting its properties,
          business or prospects, (vi) entered into any transaction other than in
          the usual and ordinary  course of business,  except as contemplated by
          this  Agreement,  (vii)  encountered  any labor  difficulties or labor
          union  organizing  activities,  (viii)  made or  agreed to any wage or
          salary increase or entered into any employment agreement,  (ix) issued
          or sold any  securities  or granted any options with respect  thereto,
          except  as  disclosed  pursuant  to  this  Agreement,  (x)amended  its
          Articles  of  Incorporation,   (xi)  agreed  to  declare  or  pay  any
          distributions  with respect to their  outstanding  capital  stock,  or
          (xii) suffered or experienced  any change in, or condition  affecting,
          the condition  (financial or otherwise) of their  properties,  assets,
          liabilities, business, operations

<PAGE>

          or prospects, other than changes, events or conditions in the ordinary
          course of their  business  none of which has  (individually  or in the
          aggregate)  been materially  adverse,  except as disclosed ill the CMA
          Financials.

     10.  LITIGATION.  To the  best  knowledge  and  belief  of CMA,  except  as
          disclosed in the CMA  Financials  or in NGI's Form 10-KSB for the year
          ended June 30,  1996,  there is neither  pending nor  threatened,  any
          action,  suit or  arbitration  to  which  CMA's  property,  assets  or
          business  is or is likely to be  subject  and in which an  unfavorable
          outcome,  ruling  or  finding  will or is  likely  to have a  material
          adverse   effect  on  the  condition,   financial  or  otherwise,   or
          properties,  assets,  business  or  operations  of CMA,  or create any
          material  liability on the part of CMA or conflict with this Agreement
          or any action taken or to be taken in connection herewith.

     11.  CONTRACTS.  Except as disclosed in the CMA Disclosure Documents, there
          are  no  contracts,  actual  or  contingent  obligations,  agreements,
          franchises, license agreements, or other commitments to which CMA is a
          party or by which it or any of its  properties  or  assets  are  bound
          which  are  material  to the  business,  financial  condition,  or its
          results of operation. For purposes of the preceding sentence, the term
          "material"  refers to any obligation or liability which by their terms
          calls for aggregate payments of more than $10,000.

     12.  MATERIAL CONTRACT BREACHES,  DEFAULTS.  To the best of their knowledge
          and  belief,  CMA has not  materially  breached,  nor  have  they  any
          knowledge of any pending or threatened claims or any legal basis for a
          claim that CMA has materially breached, any of the terms or conditions
          of any agreements, contracts, or commitments to which they are a party
          or is  bound  and  which  are  material  to  the  business,  financial
          condition,  or results of operations of CMA, taken as a whole.  To the
          best of their  knowledge  and  belief,  CMA is not in  default  in any
          material  respect  under  the  terms  of  any  outstanding   contract,
          agreement,  lease,  or  other  commitment  which  is  material  to the
          business,  operations,  properties,  assets, or condition of CMA, a,]d
          there is no event of  default or other  event  which,  with  notice or
          lapse of time or both,  would  constitute  a default  in any  material
          respect under any such contract, agreement, lease, or other commitment
          in respect of which CMA has not taken adequate steps to prevent such a
          default from occurring.

     13.  INVESTMENTS.  CMA has provided, or will provide to the Company,  prior
          to Closing,  a complete  and accurate  description  of the CMA assets,
          including but not limited to a list of all  investments  of CMA, which
          accurately  sets forth the nature of CMA's  interest or  ownership  in
          each investment  and, if applicable,  the  jurisdictions  in which the
          respective   investments  have  been  incorporated,   organized,   and
          currently  doing business.  Except for the entities  identified on the
          list  to  be  provided  to  NONA,  there  is no  corporation,  limited
          partnership,  limited partnership, joint venture, association,  trust,
          or other  entity or  organization  which CMA  directly  or  indirectly
          controls  or in which  CMA  directly  or  indirectly  owns any  equity
          interest or any other interest.


<PAGE>
     14.  CORPORATE  RECORDS.   Copies  of  all  corporate  books  and  records,
          including  but not limited to stock  transfer  ledgers,  and any other
          documents  and  records  of CMA will be  provided  to the  Company  at
          Closing.  All such  records and  documents  are  complete,  true,  and
          correct.

     15.  BROKERS.  NGI has not agreed to pay any brokerage fees, finder's fees,
          or  other  fees  or  commissions  with  respect  to  the  transactions
          contemplated in tiffs Agreement.  To the best of NGI's  knowledge,  no
          person  or entity  is  entitled,  or  intends  to claim  that they are
          entitled,  to receive any such fees or commissions in connection  with
          such  transactions.  NGI further agrees to indemnify and hold harmless
          NONA against liability to any broker claiming to act on behalf of NGI.

     16.  DATE OF REPRESENTATIONS  AND WARRANTIES.  Each of the  representations
          and  warranties  of NONA and NGI set forth in this  Agreement are true
          and  correct at and as of the  Closing  Date,  with the same force and
          effect  as  though  made at and as of the  Closing  Date,  except  for
          changes permitted or contemplated by this Agreement.

B.   REPRESENTATIONS AND WARRANTIES OF NONA.

     1.   NONA hereby represents and warrants that,  effective this date and the
          Closing Date, the representations and warranties listed below are true
          and correct.

     2.   ORGANIZATION AND AUTHORITY.  NONA is a corporation duly  incorporated,
          validly  existing and in good standing  under the laws of the State of
          Colorado  with  the  corporate  power  and  authority  to carry on its
          business as now being conducted. NONA has the full corporate power and
          authority  to  enter  into  this   Agreement  and  to  carry  out  the
          transactions contemplated by this Agreement. The Board of Directors of
          NONA have duly authorized the execution,  delivery, and performance of
          this Agreement.  Upon execution this Agreement  constitutes the valid,
          binding and enforceable  obligation of NONA. 3.  QUALIFICATION.  As of
          the  Closing  Date,  NONA  will be in good  standing  in the  State of
          Colorado,  and will be duly qualified to do business in each state and
          jurisdiction  where the  failure  to  qualify  would  have a  material
          adverse effect on its business.

     4.   NO  CONFLICT.  The  execution  of this  Agreement  will not violate or
          breach any document,  instrument,  agreement,  contract, or commitment
          material to the business of NONA or to which NONA is a party,  and has
          been duly authorized by all appropriate and necessary action.

     5.   FULL  DISCLOSURE.  The  information  concerning NONA set forth in this
          Agreement is complete  and accurate in all material  respects and does
          not contain any untrue statement of a material fact or omit to state a
          material  fact required to make the  statements  made, in light of the
          circumstances under which they were made, not misleading.


<PAGE>
     6.   ABILITY TO CARRY OUT  AGREEMENT.  To the best of NONA's  knowledge and
          belief,  the  execution and  performance  of this  Agreement  will not
          violate,  or result in a breach of, or  constitute  a default  in, any
          provisions of applicable  law, any  agreement,  instrument,  judgment,
          order or decree to which  NONA is a party or to which  NONA is subject
          so as to give rise to a claim by anyone against NONA.  Other than such
          violations,  breaches,  or  defaults  which,  individually  or in  the
          aggregate,   will  not  have  a   material   adverse   effect  on  the
          enforceability  or validity of this  Agreement or on the  transactions
          contemplated  under this  Agreement.  No consents of any persons under
          any  contract or  agreement  required  to be  disclosed  or  disclosed
          pursuant to this Agreement are required for the  execution,  delivery,
          and performance by NONA of this Agreement.

     7.   SECURITIES  LAWS.  NONA is a public  company  and is  required to file
          periodic  reports under Section 12(g) of the '34 Act. NONA  represents
          that all reports  required to be filed pursuant to the '34 Act and any
          applicable U.S. state "Blue Sky" laws have been filed.

     8.   BROKERS. NONA has not agreed to pay any brokerage fees, finder's fees,
          or  other  fees  or  commissions  with  respect  to  the  transactions
          contemplated  in  this  Agreement  which  could  give  rise to a claim
          against the CMA Shares or any portion  thereof.  To the best of NONA's
          knowledge,  no person or entity is entitled,  or intends to claim that
          it is entitled,  to receive any such fees or commissions in connection
          with such  transactions.  NONA further  agrees to  indemnify  and hold
          harmless NGI against liability to any broker claiming to act on behalf
          of NONA.

     9.   APPROVALS.  Except as otherwise provided in this Agreement,  to NONA's
          best knowledge and belief no authorization,  consent,  or approval of,
          or  registration  or filing with,  any  governmental  authority or any
          other person is required to be obtained or made by NONA in  connection
          with the execution, delivery, or performance of this Agreement, except
          for the filing of Form 8-K following the Closing.

     10.  DATE OF REPRESENTATIONS  AND WARRANTIES.  Each of the  representations
          and warranties of NONA set forth in this Agreement is true and correct
          at and as of the  Closing  Date,  with the same  force  and  effect as
          though  made  at  and as of  the  Closing  Date,  except  for  changes
          permitted or contemplated by this Agreement.

C.   DAMAGES AND LIMIT OF LIABILITY OF NGI.

     1.   NGI  shall  be  liable  to  NONA  for  any  material   breach  of  the
          representations,  warranties,  and  covenants  contained  herein which
          results in a failure to perform any obligations  under this Agreement,
          but only to the extent of the  expenses  actually  incurred by NONA in
          connection with such breach or failure to perform Agreement.
<PAGE>
D.   TERMINATION.

     This Agreement may be terminated at any time prior to the Closing Date:

          BY NONA OR NGI:

     1.   If there shall be any actual or threatened  action or proceeding by or
          before any court or any other  governmental  body which  shall seek to
          restrain,  prohibit,  or invalidate the  transactions  contemplated by
          this  Agreement and which,  in the judgment of such Board of Directors
          made in good faith and based upon the advice of legal  counsel,  makes
          it inadvisable to proceed with the  transactions  contemplated by this
          Agreement; or

     2.   If the Closing shall not have  occurred  prior to May 15, 1997 or such
          later date as shall have been approved by parties  hereto,  other than
          for reasons set forth herein.

          BY NONA.

     1.   If NGI shall fail to comply in any  material  respect  with any of its
          covenants or agreements contained in this Agreement,  or if any of the
          representations  or  warranties  of  NGI  contained  herein  shall  be
          inaccurate in any material respect.

     2.   BY NGI. If NONA shall fail to comply in any material  respect with any
          of its covenants or agreements contained in this Agreement,  or if any
          of the representations or warranties of NONA contained herein shall be
          inaccurate in any material respect.

     EFFECT OF TERMINATION.  In the event this Agreement is terminated  pursuant
     to this Section 6, this  Agreement  shall be of no further force or effect,
     and no obligation, right, or liability shall arise hereunder and each party
     shall bear its own costs in connection with the  negotiation,  preparation,
     and execution of this Agreement and any due diligence conducted pursuant to
     this Agreement.

D.   PRIVATE TRANSACTION.

     NONA understands that the CMA Shares have not been registered under the Act
     and the transfer of such shares  hereunder is made pursuant to an exemption
     from registration pursuant to Regulation D and Section 4(2) of the Act, and
     NGI's   reliance  on  such   exemption   is   predicted   in  part  on  the
     representations  set forth  herein and in the  Investment  Letter  attached
     hereto as Exhibit "C" ("Investment Letter"). E. ACCESS TO INFORMATION.

     NONA  and NGI  represent  that,  by  virtue  of their  respective  economic
     bargaining  power  or  otherwise,  they  have  had  access  to or has  been
     furnished with,  prior to or concurrently  with the execution  hereof,  the
     same  kind  of  information  that  would  be  available  in a  registration
     statement  under the Act  should  registration  of the CMA  Shares had been
     necessary,  and that they have had the  opportunity to ask questions of and
     receive  answers from the other party, or any party acting on their behalf,
     concerning the business of CMA

<PAGE>
     and  that  they  have  bad  the   opportunity   to  obtain  any  additional
     information,  to the extent that CMA and NGI possesses such  information or
     can acquire it without unreasonable expense or effort,  necessary to verify
     the accuracy of information obtained or furnished by CMA or NGI.

G.   INDEMNIFICATION BY NGI.

     As provided herein,  NGI shall indemnify and hold harmless NONA for two (2)
     years  following  the date of Closing under this  Agreement  against and in
     respect of any  liability,  damage,  or  deficiency,  all  actions,  suits,
     proceedings, demands, assessments,  judgments, costs and expenses resulting
     from any  misrepresentations,  breach of covenant or warranty,  or from any
     misrepresentation  contained  in any  certificate  furnished by NGI to NONA
     hereunder.

H.   INDEMNIFICATION BY NONA.

     As provided herein,  NONA shall indemnify and hold harmless NGI for two (2)
     years  following  the date of Closing under this  Agreement  against and in
     respect of any  liability,  damage,  or  deficiency,  all  actions,  suits,
     proceedings, demands, assessments,  judgments, costs and expenses resulting
     from any  misrepresentations,  breach of covenant or warranty,  or from any
     misrepresentation  contained  in any  certificate  furnished by NONA to NGI
     hereunder.

I.   ADDITIONAL COVENANTS.

     Between the date hereof and the Closing Date, except with the prior written
     consent of NONA, NGI shall cause CMA to:

     1.   CONDUCT  BUSINESS AS USUAL: CMA shall conduct its business only in the
          usual and ordinary course and the character of such business shall not
          be changed  nor any  different  business  be  undertaken  without  the
          written consent of NONA. 2. NGI TO MAINTAIN CURRENT CAPITAL STRUCTURE:
          No change shall be made in the  authorized or issued  capital stock of
          CMA without the written consent of NONA. 3. AVOID SPECIAL SETTLEMENTS:
          CMA  shall  not  discharge  or  satisfy  any  lien or  encumbrance  or
          obligation or liability,  other than current  liabilities shown on the
          financial  statements contained in the CMA Disclosure  Documents,  and
          current liabilities incurred since that date in the ordinary course of
          business.  4. AVOID  DISTRIBUTIONS:  CMA shall not make any payment or
          distribution to its stockholders or purchase for cash or redeem any of
          its shares of capital stock.  5. AVOID  ENCUMBRANCE OR CANCELLATION OF
          DEBT:  CMA  shall  not  mortgage,   pledge,  or  subject  to  lien  or
          encumbrance  any of its  assets,  tangible  or  intangible  not in the
          ordinary course of business.  CMA shall not cancel any debts or claims
          or waive any rights not in the ordinary course of business. 6. PROVIDE
          ADDITIONAL  INFORMATION:  CMA and the  officers of CMA will agree that
          after  the  Closing,  they will  continue  to  furnish  NONA with such
          additional   documentation   and  information   regarding  CMA  as  is
          reasonably requested.



<PAGE>
J.   DOCUMENTS AT CLOSING.

     At the Closing the following  transactions  shall occur,  all of such shall
     transactions being deemed to occur simultaneously:

     1.   ACTION  BY NGI.  NGI  will  deliver,  or  cause  the  following  to be
          delivered to NONA through escrow:

     2.   Stock  certificate(s) for the CMA Shares to be issued to NONA pursuant
          to this Agreement together with such good and sufficient stock powers,
          and  other  good  and  sufficient  instruments  of  sale,  conveyance,
          transfer, and assignment, in form and substance satisfactory to NONA's
          counsel,  as shall be  required or as may be  appropriate  in order to
          effectively vest in NONA good,  indefeasible,  and marketable title to
          the CMA shares free and clear of all liens and  encumbrances  of every
          nature;  3. A  certificate  executed by the NGI to the effect that all
          representations  and  warranties  made by NGI under this Agreement are
          true and  correct  as of the  Closing,  the same as though  originally
          given to NONA on said  date;  4. A  certificate  dated at or about the
          date of the Closing to the effect that CMA is in good  standing  under
          the  laws  of  Utah;  5.  Such  other  instruments,   documents,   and
          certificates,  if any, as are required to be delivered pursuant to the
          provisions of this Agreement,  or which may be reasonably requested by
          NONA in furtherance of the intent of this Agreement.

ACTION BY NONA.

     NONA will deliver or cause to be delivered to NGI through escrow:

     1.   A check in the sum of $1,140,000 made payable to NGI;

     2.   An  acknowledgment  that $95,000 of the intercompany debt owed to NONA
          by NGI has been paid.

     3.   A  certificate  of NONA to the  effect  that all  representations  and
          warranties  of NONA made under this  Agreement  are  reaffirmed on the
          Closing Date, the same as though originally given to NGI on said date;

     4.   Such oilier  instruments and documents as are required to be delivered
          pursuant to the provisions of this Agreement,  or otherwise reasonably
          requested by NGI.

K.   MISCELLANEOUS.

     FURTHER ASSURANCES.  At any time and from time to time, after the effective
     date,  each party will execute such  additional  instruments  and take such
     action as may be  reasonably  requested  by the other  party to  confirm or
     perfect title to the CMA Shares transferred hereunder or otherwise to carry
     out the intent and purposes of this Agreement.

     1.   WAIVER. Any failure on the part of any party hereto to comply with any
          of its obligations,  agreements, or conditions hereunder may be waived
          in writing by the party to whom such compliance is owed.


<PAGE>
     2.   COSTS AND EXPENSES.  Except as otherwise  provided  herein,  all fees,
          costs and expenses incurred by either party relating to this Agreement
          shall be paid by the party incurring the same. 3. NOTICES. All notices
          and other  communications  hereunder  shall be in writing and shall be
          deemed to have been  given if  delivered  in person or sent by prepaid
          first class registered or certified mail,  return receipt requested to
          the parties hereto, or their designees, as follows:

                  To NGI:           NuOasis Gaming Inc.
                                    Park Plaza, Suite 470
                                    Irvine, California 92714
                                    Telephone: (714) 833-5382
                                    Telefax: (714) 833-7854

                  To NONA:          Nona Morelli's II, Inc.
                                    Park Plaza, Suite 470
                                    Irvine, California 92714
                                    Telephone: (714) 833-538 I
                                    Telefax: (714) 833-7854

HEADINGS.

     The section and  subsection  headings in this  Agreement  are  inserted for
     convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
     interpretation of this Agreement.

     a.   COUNTERPARTS.  This Agreement may be executed simultaneously in two or
          more counterparts,  each of which shall be deemed an original, but all
          of which together shall  constitute  one and the same  instrument.

     b.   GOVERNING LAW. This  Agreement was negotiated and is being  contracted
          for in the State of  California,  and shall be governed by the laws of
          the State of California, notwithstanding any conflict-of-law provision
          to the contrary.

     c.   BINDING  EFFECT.  This  Agreement  shall be binding  upon the  parties
          hereto  and inure to the  benefit  of the  parties,  their  respective
          belts, administrators, executors, successors, and assigns.
          

     d.   ENTIRE AGREEMENT. This Agreement contains the entire agreement between
          the  parties  hereto  and  supersedes  any and all  prior  agreements,
          arrangements,  or  understandings  between the parties relating to the
          subject matter hereof. No oral understandings,  statements,  promises,
          or  inducements  contrary  to the terms of this  Agreement  exist.  No
          representations,  warranties,  covenants,  or  conditions,  express or
          implied, other than as set forth herein, have been made by any party.

     e.   SEVERABILITY.   If  any  part  of  this  Agreement  is  deemed  to  be
          unenforceable  the balance of the Agreement shall remain in full force
          and effect.

     f.   FACSIMILE COUNTERPARTS. A facsimile, telecopy or other reproduction of
          this  Agreement may be executed by one or more parties hereto and such
          executed  copy may be delivered by facsimile of similar  instantaneous
          electronic  transmission  device pursuant to which the signature of or
          on behalf of such party can be seen,  and such  execution and delivery
          shall be considered valid, binding and effective for all purposes.  At
          the  request  of any party  hereto,  all  parties  agree to execute an
          original of this Agreement as well as any facsimile, telecopy or other
          reproduction hereof.


<PAGE>
     g.   TITTLE IS OF THE ESSENCE. Time is of the essence of this Agreement and
          of each and every provision hereof.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.


"NONA"
NONA MORELLI'S II, INC.


By:       /S/   FRED G. LUKE
Name:     Fred G. Luke
Title:    President


"NGI"
NuOASIS GAMING INC.


By:       /S/   JOSEPH MONTEROSSO
Name:     Joseph Monterosso
Title:    President


<PAGE>

                                  EXHIBIT 10.33
                                  -------------

JOSEPH J. MONTEROSSO
NATIONAL POOLS CORPORATION
550 15TH STREET
SAN FRANCISCO, CA 94103



June 4, 1997



Mr. Fred G. Luke, Jr.
Nona Morelli's II, Inc.
2 Park Plaza, Suite 470
Irvine, CA 92714

Re:  Exchange Agreement Transaction

Dear Fred:

Reference is made to that certain Exchange  Agreement  entered into by and among
me, Nona  Morelli's  II, Inc.  and  Universal  Network  Services,  Inc.  ("UNS")
concerning  the proposed  purchase by UNS of 50,000 shares of Series B Preferred
Stock issued by NuOasis Gaming, Inc. ("NuOasis").  As we have discussed, most of
the terms and conditions of that sale will be set forth in a separate  agreement
to be entered into by and between me and UNS and the escrow  instructions  to be
signed  by me,  UNS and  other  purchasers  of Series B  Preferred  Stock,  Nona
Morelli's II, Inc. and NuOasis.

In order to expedite the closing of the  transaction  envisioned by the Exchange
Agreement,  as well as all related  transactions  and to accurately  reflect our
ultimate economic interest in these transactions,  this letter will confirm that
I, in my sole  discretion,  will,  on behalf of both me and Nona  Morelli's  II,
Inc., have the discretion to decide whether the  representations  and warranties
made by UNS in the Exchange Agreement are accurate and whether the conditions to
closing  specified in that Agreement have been  fulfilled.  I may not,  however,
authorize a closing of the transaction  envisioned by the Exchange  Agreement or
deem such  representations  and warranties  accurate or such closing  conditions
fulfilled,  unless I have  been  informed  by  Richard  H.  Skjerven,  Esq.,  of
Skjerven, Morrill, MacPherson, Franklin & Friel LLP, acting as escrow holder for
the  various  transactions  identified  above,  that he is in a position to make
distributions  to Nona  Morelli's  II, Inc.,  such that it will receive from the
proposed distribution of cash and all past cash distributions out of such escrow
to Nona Morelli's II, Inc. a total of $250,000.

Please  indicate your  acceptance of the agreement of these terms and conditions
by signing this letter in the blank below and returning it to me.

                                                              Very truly yours,



                                                      /S/   JOSEPH J. MONTEROSSO


<PAGE>




The foregoing terms and conditions are accepted and agreed to.

NONA MORELLI'S II, INC.

By:  /S/  FRED G. LUKE
          Fred G. Luke, CEO



<PAGE>



                                  EXHIBIT 10.34
                                  -------------




June 2, 1997


Richard H. Skjerven, Esq.
Skjerven, Morrill, MacPherson, Franklin & Friel LLP
25 Metro Drive, Suite 700
San Jose, CA  95110

Re:  Escrow Instructions for Joseph  Monterosso/National  Pools Corporation/Nona
     Morelli's II, Inc./NuOasis Gaming, Inc. Transactions

Dear Mr. Skjerven:

     This letter shall serve as joint escrow  instructions by the undersigned to
you in connection  with the Stock Purchase  Agreement  between Nona Morelli's II
Inc. ("Nona") and Joseph J. Monterosso  and/or his assignees,  dated May 1, 1997
(the "Nona  Agreement"),  the Stock Purchase  Agreement  between NuOasis Gaming,
Inc.  ("NuOasis")  and the  Stockholders  of  National  Pools  Corporation  (the
"Selling NPC Stockholders"),  dated December 19, 1996 (the "NPC Agreement"), and
the Stock Purchase  Agreement  between Nona and NuOasis,  dated May 1, 1997 (the
"CMA Agreement")

1.   APPOINTMENT AS ESCROW  HOLDER.  Pursuant to the Nona  Agreement,  a copy of
     which is attached hereto as Exhibit "A", the NPC Agreement, a copy of which
     is attached  hereto as Exhibit "B", and the CMA Agreement,  a copy of which
     is attached hereto as Exhibit "C", the parties are each required to deposit
     with a mutually  acceptable third party, as Escrow Holder,  funds and other
     documents and  securities  required to be delivered to the other parties to
     each such agreement pursuant to the terms and conditions of such agreement.

     In  consideration  for the  covenants  contained  herein,  the adequacy and
     sufficiency  of  which  are  expressly  acknowledged,  Nona,  NuOasis,  Mr.
     Monterosso  (on behalf of himself  and his  assignees)  and the Selling NPC
     Stockholders  (all as evidenced by their signatures  hereto) mutually agree
     with you to engage  you as Escrow  Holder to effect a Closing  and to carry
     out the intent and purposes of the Nona  Agreement,  the NPC  Agreement and
     the CMA Agreement.

     In this  regard,  subject  to your  acceptance  of these  instructions  and
     agreement,  Nona,  NuOasis,  Mr.  Monterosso  and/or his  assignees and the
     Selling NPC Stockholders agree with you as follows:



<PAGE>
2.   HOLDING OF  DOCUMENTS,  ETC.  You are  hereby  irrevocably  authorized  and
     instructed to receive, together with the instant instructions:

     A.   For the Nona Agreement:

          (i)  A  counterpart   original  of  Exhibit  "A"  hereto,   (the  Nona
               Agreement),  executed by Mr.  Monterosso and/or his assignees and
               by Nona;

          (ii) The sum of at least  US$1,235,000  in certified or verified funds
               and, at the option of Mr. Monterosso and/or his assignees,  up to
               an additional US$2,015,000; and

          (iii)The  stock   certificate,   together  with  a  properly  executed
               assignment  or  stock  power,   representing  Two  Hundred  Fifty
               Thousand  (250,000) shares of Series B Preferred Stock of NuOasis
               (the "NuOasis Shares").

          (iv) Various other agreements  entered into by the parties,  including
               an Exchange  Agreement  or another  document  entered into by the
               parties that  specifies that certain  securities and  obligations
               may be  accepted  in lieu of cash as payment  for  certain of the
               NuOasis shares, the securities and obligations to be so accepted,
               provided  nothing in such instrument which would adversely affect
               your  ability to make the  distribution  authorized  by Paragraph
               E.

          (v)  below,  a letter  agreement  pertaining  to certain  intercompany
               debt, and two Indemnity  Agreements,  one in favor of Mr. Fred G.
               Luke and one in favor of NuOasis and release  receipt  letters by
               various  consultants  of NuOasis of fees to be paid by NuOasis to
               them (the "Ancillary Documents").

     B.   For the NPC Agreement:

          (i)  Counterpart originals of Exhibit "B" hereto, (the NPC Agreement),
               executed by NuOasis and by the Selling NPC Stockholders;

          (ii) A series of Convertible  Promissory  Notes  ("Notes") in favor of
               the  individual  NPC  Selling   Stockholders   in  the  aggregate
               principal  amount of One Million,  Two Hundred  Thousand  Dollars
               ($1,200,000)  representing  the Purchase Price (as defined in the
               NPC  Agreement)  in  such  individual  denominations  as the  NPC
               Shareholders have instructed;

          (iii)Stock  certificates  representing  up to One Million  (1,000,000)
               shares   of  Common   Stock  of   NuOasis   in  such   individual
               denominations as the NPC Shareholders have instructed; and

          (iv) The  stock   certificates,   together  with   properly   executed
               assignments  or stock  powers,  representing  all the  issued and
               outstanding shares of common stock of NPC.

     C.   For the CMA Agreement:



<PAGE>
          (i)  A   counterpart   original  of  Exhibit  "C"  hereto,   (the  CMA
               Agreement), executed by Nona and by NuOasis; and

          (ii) The  stock   certificate,   together  with  a  properly  executed
               assignment  or  stock  power,  representing  Seven  Million  Five
               Hundred  Thousand  shares  (7,500,000)  of common stock of Casino
               Management of America, Inc., a Utah corporation; and

          (iii)A release in favor of Nona  executed  by NuOasis  which is one of
               the  Ancillary  Documents,   specifically  the  letter  agreement
               pertaining to intercompany debt.

               You shall hold all such  documents and  instruments  deposited in
               escrow as you deem best.  All funds  deposited in escrow shall be
               held in a trust  account you establish  with interest  payable to
               those persons depositing the same.

3.   DELIVERY OF DOCUMENTS.  When you have received all of the foregoing (except
     that neither all or any part of the additional  U.S.$2,015,000  referred to
     above shall be required for you to take action under  paragraphs A, B, C or
     D below) and you have determined,  in your reasonable  discretion,  or have
     otherwise  been  informed  in writing by the  parties  that all  conditions
     precedent to the close of the transaction envisioned by the Nona Agreement,
     the NPC  agreement  and the CMA  Agreement  have  been  satisfied,  you are
     authorized  to  proceed  with  an  initial   Closing  and  you  are  hereby
     irrevocably authorized and instructed to perform the following actions:

     A.   For the Nona Agreement:

          (i)  On behalf of Mr.  Monterosso  and/or his  assignees,  deliver the
               $1,235,000  or such other  greater sum as may be specified by Mr.
               Monterosso and/or his assignees and deposited in escrow, to Nona,
               $1,140,000  of which  shall  be  immediately  and  simultaneously
               distributed per the instruction set forth in C.(i) below; and

          (ii) On behalf of Nona, deliver  certificates to Mr. Monterosso and/or
               his assignees  evidencing  the number of the NuOasis  Shares that
               Mr. Monterosso and/or his assignees are entitled to receive under
               the Nona Agreement.

     B.   For the NPC Agreement:

          (i)  On behalf of NuOasis,  deliver to the NPC shareholders the series
               of  Notes  (aggregating   $1,200,000,   or  such  lesser  amount,
               withholding  the  corresponding  number of Notes  attributable to
               those  Selling NPC  Stockholders  who have not  executed  the NPC
               Agreement) and certificates  evidencing shares of common stock of
               NuOasis (aggregating 1,000,000 or such lesser number, withholding
               the  corresponding  number of such shares  attributable  to those
               selling  NPC   Stockholders   who  have  not   executed  the  NPC
               Agreement).  You  shall  hold  any  shares  or one  of the  Notes
               attributable  to any option  held by Ronald  McGee  pursuant to a
               previously executed agreement applicable to such shares and Note.



<PAGE>
          (ii) On  behalf  of  the   Selling  NPC   Stockholders,   deliver  the
               certificate(s) evidencing the NPC Shares to NuOasis.

          (iii)On behalf of Nona deliver the Indemnification  Agreement in favor
               of NuOasis (one of the Ancillary Documents) to NuOasis.

     C.   For the CMA Agreement:

          (i)  On behalf of Nona,  deliver the $1,140,000 or such greater sum as
               is received from Mr.  Monterosso  and/or his assignees to NuOasis
               for immediate and  simultaneous  distribution per the instruction
               set forth in (iii) below; provided, however, you shall retain the
               difference   obtained  by  subtracting  the  amount   distributed
               pursuant to (iii) below from $250,000.

          (ii) On behalf of NuOasis,  deliver the stock  certificate  evidencing
               the CMA Shares to Nona; and

          (iii)On behalf of Mr.  Monterosso  and/or his  assignees  and NuOasis,
               deliver at least $1,140,000 of the $1,235,000 or such greater sum
               as is received from Nona via Mr.  Monterosso and/or his assignees
               to NPC as additional  paid in capital from NuOasis to NPC and for
               distribution pursuant to D below.

          (iv) On behalf of  NuOasis,  deliver  $95,000  or more (at the rate of
               $1.00 for each share of Series B Preferred Stock purchased by Mr.
               Monterosso  or his assigns in addition to the first 95,000 shares
               purchased) to Nona.

          (v)  On behalf of NuOasis,  deliver the  Indemnification  Agreement in
               favor of Mr. Luke (one of the Ancillary Documents) to Mr. Luke.

     D.   Additional Disbursements at Closing Approved by NuOasis:

          Out of funds  received  by NPC at  Closing  and on behalf  of NPC,  or
          deposited in escrow from the sale of  securities of NuOasis by NuOasis
          for such  purpose or  purposes,  NuOasis  approves  and  ratifies  the
          payment of up to $180,000 as follows:

          (a)  approximately   $15,000  to  the  Internal   Revenue  Service  in
               satisfaction of a tax lien;

          (b)  up to $250,000 to persons:

               [1]  who after December 31, 1995 had made bridge loans to NPC; or

               [2]  who performed legal services on NPC's behalf; or

               [3]  who performed audit services on NPC's behalf; or

               [4]  have provided administrative services to NPC.


<PAGE>
          Said parties are to provide written evidence, approved by NPC, of such
          bridge  loans,  legal  services,  audit  services  and  administrative
          services prior to Closing.

          If you fail to receive any notice to close from the parties  within 30
          days of your receipt of all the funds,  documents and  securities  set
          forth in Paragraph 2, or otherwise are unable to determine that all of
          the conditions  precedent to the  transactions  envisioned by the Nona
          Agreement, the NPC Agreement or the CMA Agreement have been satisfied,
          you  shall  return to each  respective  depositing  party  the  funds,
          securities or documents  deposited by such party into escrow  promptly
          upon the expiration of said 30 day period; provided,  however, this 30
          day  period  shall not  expire  until 120 days after the date on which
          NuOasis  is first  scheduled  to hold a  meeting  of its  shareholders
          pursuant to a proxy solicitation approved by the SEC.

     E.   Disbursements at Second Closing:

          If after the  deliveries  referred to above,  Mr.  Monterosso and Nona
          shall  deliver  to you  notice  of  their  agreement  on a new  option
          exercise price for the NuOasis  Shares,  or, in any case, for at least
          the 120 day period referred to above,  you shall hold the certificates
          evidencing  the  NuOasis  Shares  remaining  in  escrow,  the  Release
          referred to in Paragraph  1.C.(iii)  above and any funds  deposited by
          Mr.  Monterosso  and/or his  assignees  not  released  in the  initial
          closing. Upon either (i) the expiration of the 120 day period referred
          to above,  (ii) the earlier  receipt  and notice  from Mr.  Monterosso
          and/or  his  assignees  and Nona or (iii)  the  deposit  of the sum of
          $2,015,000, you shall make the following disbursements:

          (i)  On behalf of Mr. Monterosso and/or his assignees,  deliver all or
               any  part  of  the  $2,015,000  in  cash  and/or  securities  and
               obligations  previously  deposited to Nona,  $1,860,000  of which
               shall be immediately and simultaneously  distributed as set forth
               in (iv) below;

          (ii) On behalf of Nona, deliver  certificates to Mr. Monterosso and/or
               his assignees  evidencing  the number of the NuOasis  Shares that
               Mr. Monterosso and/or his assignees are entitled to receive under
               the Nona Agreement.

          (iii)On behalf of Nona,  deliver the  $1,860,000 or such lesser sum of
               cash  and/or   securities  and  obligations   received  from  Mr.
               Monterosso  and/or his  assignees  to NuOasis for  immediate  and
               simultaneous  distribution per the instructions set forth in (iv)
               below;

          (iv) On behalf of  NuOasis,  deliver  the  $1,860,000  of cash  and/or
               securities  and  obligations  (less any amount to be  distributed
               pursuant  to (v)  below)  received  from Nona via Mr.  Monterosso
               and/or his  assignees to NPC as  additional  paid in capital from
               NuOasis  to NPC and  make  the  distributions  envisioned  by (v)
               below;

          (v)  On behalf of Mr.  Monterosso  and/or his  assignees  and NuOasis,
               deliver  cash  in  the  amount  of  the  difference  obtained  by
               subtracting  from  $250,000  the amount  distributed  pursuant to
               Paragraph C.(iv) above.


<PAGE>
          (vi) On behalf of each  signing  party,  deliver  an  original  of the
               Ancillary  Documents not  previously  released from escrow to the
               other party or parties thereto.

               Without  limiting  the  generality  of the  foregoing,  you shall
               release to Mr.  Monterosso  and/or his assignees  any  additional
               funds they deposit in escrow solely on their instructions if such
               instructions  are  given  prior  to  the  deposit  of  all  items
               specified in Paragraph 2A above.

     F.   Early NPC Close:

          Anything  contained  elsewhere in these  instructions  to the contrary
          notwithstanding,  upon  written  notice from Mr.  Monterosso,  you are
          authorized to treat the sale of the capital stock of NPC to NuOasis by
          the Selling NPC  Stockholders  as though it were closed in  accordance
          with these  instructions  and  proceed  with the  closing of the other
          transactions envisioned by these instructions in accordance with these
          instructions,  all without  investigation  as to the actual closing of
          such sale.

4.   RELATIONSHIP.  The parties  mutually agree and  acknowledge  that as far as
     your rights and  liabilities are concerned,  this  transaction is an escrow
     and not any  other  legal  relationship,  and you are  simply  acting as an
     escrow agent under the terms expressed herein.

5.   TIME OF ESSENCE.  Time is of the essence of this  Agreement and if, for any
     reason, this escrow cannot be closed as hereinabove provided or as mutually
     extended by the parties hereto, this escrow shall  automatically  terminate
     without further instruction from any party; provided,  however, this 30 day
     period shall not expire  until 120 days after the date on which  NuOasis is
     first scheduled to hold a meeting of its  shareholders  pursuant to a proxy
     solicitation approved by the SEC.

6.   INDEMNIFICATION  AND  DEFENSE.  All of the  parties to this  escrow  hereby
     jointly and  severally  promise to pay  promptly  on demand,  as well as to
     indemnify you and to hold you harmless from and against all  litigation and
     interpleader  costs,   damages,   judgments,   attorney's  fees,  expenses,
     obligations  and  liabilities of every kind which,  in good faith,  you may
     incur or suffer in connection  without arising out of this escrow,  whether
     said  litigation,  interpleader  obligation,  liabilities or expenses arise
     during the  performance of this escrow or subsequent  thereto,  directly or
     indirectly.  You are  hereby  given a lien  upon all the  right,  title and
     interest of every party hereto in all escrow  papers,  securities and other
     property and monies deposited into this escrow,  to protect your rights and
     to indemnify and reimburse you.

7.   LIMIT OF RESPONSIBILITY.  You are not to be held liable for the sufficiency
     or  correctness  as to  form,  manner  of  execution,  or  validity  of any
     instruments  deposited  in this escrow,  nor as to  identity,  authority or
     rights  of any  person  executing  the  same,  nor the  genuineness  of any
     signature,  nor for  failure to comply  with any of the  provisions  of any
     agreement, contract or other instrument filed herein or referred to herein,
     and your  duties  hereunder  shall be  limited to the  safekeeping  of such
     monies,  instruments,  securities  or other  documents  received  by you as
     escrow agent, and for the disposition of same in


<PAGE>
     accordance with the foregoing  instructions and other instructions provided
     by all affected parties and accepted by you in this escrow.

8.   FEES. Your fees for services  rendered  pursuant to this Agreement shall be
     borne by all  parties  jointly  and  severally.  It is  anticipated  by the
     parties you will be paid out of the proceeds of this  escrow.  In addition,
     you shall have a lien upon all property  deposited with hereunder to secure
     payment of your compensation and expenses.

9.   RELEASE.  It is mutually agreed that you shall not be liable for any action
     taken or omitted by you in good faith and  believed by you to be within the
     discretion  and power  conferred  upon you by this  Agreement,  nor for any
     action taken or omitted by you when acting upon any instrument  believed by
     you to be genuine.

10.  NOTICE.  It is mutually  agreed by all parties hereto that you shall not be
     deemed to have notice or knowledge  of any fact  hereunder  unless  written
     notice thereof is delivered to you.

11.  EFFECT OF SIGNATURE.  The  signatures  of any party on any document  and/or
     instruction  shall be  construed  as that  party's  approval  of the  form,
     contents,  terms  and  conditions  of  such  document,   instrument  and/or
     instruction.

12.  DELIVERY  OF  DOCUMENTS.  All  disbursements  of  funds,  documents  and/or
     instruments  of this escrow  shall be  delivered  by  commercial  overnight
     delivery  service  to the  respective  parties as their  addresses  as they
     appear below.

13.  COUNTERPARTS.  These instructions may be executed in counterparts,  each of
     which so  executed  shall  irrespective  of the date of its  execution  and
     delivery  be deemed  an  original,  and said  counterparts  together  shall
     constitute one and the same instrument.

14.  DISPUTES. It is mutually agreed that if any dispute arises among or between
     the  parties,  or between  either party and you before  Closing,  as to any
     action to be taken by you or as to your  rights and duties  hereunder,  you
     may upon written request  terminate this Escrow and immediately  return all
     documents,  funds or  certificates  deposited  herewith  to the  respective
     depositing party. In such event, you shall thereupon be discharged from all
     obligation to account to any party.

15.  GOVERNING  LAW.  These  instructions  shall be governed by and construed in
     accordance with the laws of the United States, State of California.  In the
     event  that an  action  shall  be  brought  to  determine  or  enforce  the
     respective rights and liabilities of the parties,  venue shall be deemed to
     be in Santa Clara County, California.

16.  ASSIGNMENT.  This Agreement and these escrow  instructions shall be binding
     on and  inure  to the  benefit  of the  heirs,  executors,  administrators,
     successors and assigns of the parties hereto.



<PAGE>
17.  AMENDMENT.  It is mutually  agreed that you are to disregard  any future or
     further  instructions  from  either  party  severally  hereto.  Once  these
     instructions have been received by you, the respective  instructions of the
     parties may only be amended, supplemented or modified by means of a written
     amendment  that has been  signed in  writing  by all  parties  hereto.  Any
     purported oral amendment,  supplement or modification of these instructions
     shall be ineffective and invalid.


"NuOasis" 
NuOASIS GAMING INC.                          "Escrowholder"
a Delaware corporation


By:  /S/   FRED G. LUKE
Name:      FRED G. LUKE                      /S/  RICHARD J. SKJERVEN
Title:     CHAIRMAN                               Richard J. Skjerven


"Nona"
NONA MORELLI'S II INC.
a Colorado corporation


By:  /S/  FRED G. LUKE
Name:     FRED G. LUKE
Title:    CEO



     /S/  JOSEPH J. MONTEROSSO
          Joseph J. Monterosso


Series B Preferred Stock Purchasers
Listed on Schedule I


By   /S/  JOSEPH J. MONTEROSSO
          Joseph J. Monterosso,
          their Attorney-in-Fact



<PAGE>
                                  EXHIBIT 10.35
                                  -------------
                                   ASSIGNMENT
                                   ----------


     KNOW ALL THESE MEN BY THESE PRESENTS:

     THIS  ASSIGNMENT  is made and entered into by and between  NuOasis  Gaming,
Inc.,  a Delaware  corporation  ("Assignor"),  and Nona  Morelli's  II,  Inc., a
Colorado corporation ("Assignee").

     WITNESSETH:  That for and in  Consideration  of Ten Dollars ($10) and other
good and valuable  consideration,  the receipt of which is hereby  acknowledged,
Assignor  hereby  bargains,  sells,  grants and conveys  unto  Assignee,  all of
Assignor's right,  title and interest in the Seven Million five Hundred Thousand
(7,500,000)  shares of common stock of Casino Management of America Inc., a Utah
corporation (the "CMA shares"),  to have and to hold forever.  Assignor warrants
that it has the power and  authority,  and does hereby sell and transfer the CMA
Shares to Assignee.

     IN WITNESS WHEREOF,  I have caused this instrument to be executed effective
the 5th day of May 1997.


                                             "Assignor"
                                             NuOasis Gaming, Inc.,
                                             a Delaware corporation



                                             By:  /S/  JOSEPH MONTEROSSO
                                             Name:     Joseph Monterosso
                                             Title:    President




<PAGE>
                                  EXHIBIT 10.36
                                  -------------
                            INDEMNIFICATION AGREEMENT
                            -------------------------

     THIS INDEMNITY  AGREEMENT  ("Agreement")  is made as of the 30th day of May
1997 between  NuOasis  Gaming Inc., a Delaware  corporation,  with its principal
office located in Irvine,  California  (referred to herein as "Indemnitee")  and
Nona  Morelli's  II,  Inc.,  a  Delaware  corporation  with an office in Irvine,
California (referred to herein as "Indemnitor").

     IN  CONSIDERATION  of the sum of Ten  Dollars  ($10),  and  other  good and
valuable consideration, the receipt and sufficiency of which is acknowledged, it
is hereby agreed:

1.   INDEMNIFICATION FOR CLAIMS.  Indemnitor shall indemnify and hold Indemnitee
     harmless from any and all liability,  cost,  loss or damage  Indemnitee may
     suffer  or incur as a result  of any  claim,  demand  or  judgment  against
     Indemnitee  arising  out of a claim by a third  party  that  constitutes  a
     breach of any representation or warranty by NuOasis Gaming, Inc. under that
     certain Stock Purchase  Agreement by and between NuOasis  Gaming,  Inc. and
     the  shareholders  of  National  Pools  Corporation  or  that is due to the
     assertion  of a claim by any third party or the attempt to collect  debt by
     any  third  party  purportedly  due  from  NuOasis  Gaming,  Inc.  and  not
     specifically  set forth in Exhibit G to such Stock  Purchase  Agreement  or
     otherwise or that is due to the acquisition or disposition or management of
     Casino Management of America, Inc. by NuOasis Gaming, Inc. prior to May 30,
     1997;  provided,  however,  Indemnitor  shall have no liability  under this
     indemnity to the extent such loss,  cost, or damage is the direct result of
     the actions or omissions of  management  of  Indemnitee on and after May 5,
     1997.

2.   DEFENSE OF CLAIMS. Indemnitor also agrees to defend or reimburse Indemnitee
     for its  reasonable  costs in defending any claims brought or actions filed
     against  Indemnitee with respect to the subject of the indemnity  contained
     herein,  including those which may not result in a payment of indemnity due
     to  Indemnitor's  action or  inaction  after  Indemnitor  ceased to control
     Indemnitee's  affairs,  whether  such claims or actions are  rightfully  or
     wrongfully brought or filed, provided, in any case, Indemnitor controls the
     defense of such claim or suit and  Indemnitee  complies  with  Paragraph  4
     below.  Control of defense shall mean the right to select defense  counsel,
     which  shall  be  reasonably   acceptable   to   Indemnitee,   and,   after
     consultations  with  Indemnitee,  to  determine  the defense  strategy,  to
     authorize any  settlement  offer made to  plaintiff(s)  and to accept or to
     reject any settlement offer made by plaintiff(s).

3.   TERM OF INDEMNITY. The indemnity under this Agreement shall commence on the
     date  hereof,  and shall  continue in full force and effect  until June 30,
     2002,  and beyond  that date for any claim or action  brought  before  that
     date.

4.   NOTICE OF CLAIMS BY INDEMNITEE.  Indemnitee  agrees to notify Indemnitor in
     writing within ten (10) days by registered mail, return receipt  requested,
     at Indemnitor's address, of any claim made against Indemnitee in respect to
     obligations  for which  Indemnitee  is  hereby  indemnified  by  Indemnitor
     against or for which Indemnitor is obligated to provide a defense.


<PAGE>
5.   MISCELLANEOUS.

     A.   FURTHER  ASSURANCES.  At any  time and from  time to time,  after  the
          effective date,  each party will execute such  additional  instruments
          and take such action as may be reasonably requested by the other party
          to confirm or  otherwise  to carry out the intent and purposes of this
          Agreement.

     B.   WAIVER. Any failure on the part of any party hereto to comply with any
          of its obligations,  agreements, or conditions hereunder may be waived
          in writing by the party to whom such compliance is owed.

     C.   NOTICES.  All notices and other  communications  hereunder shall be in
          writing and shall be deemed to have been given if  delivered in person
          or sent by prepaid first class  registered or certified  mail,  return
          receipt  requested  to the  parties  hereto,  or their  designees,  as
          follows,  or at such other  address as either  party may  subsequently
          provide to the other pursuant to this paragraph:

                       To Indemnitee: NuOasis Gaming, Inc.
                                 550 15th Street
                             San Francisco, CA 94103
                            Telephone: (415) 575-0222
                             Telefax: (415) 861-4177

                     To Indemnitor: Nona Morelli's II, Inc.
                             2 Park Plaza, Suite 470
                                Irvine, CA 92714
                            Telephone: (714) 833-5381
                             Telefax: (714) 833-7854

     D.   HEADINGS.  The section and  subsection  headings in this Agreement are
          inserted  for  convenience  only and shall  not  affect in any way the
          meaning or interpretation of this Agreement.

     E.   GOVERNING LAW. This  Agreement was negotiated and is being  contracted
          for in the State of  California,  and shall be governed by the laws of
          the State of California, notwithstanding any conflict-of-law provision
          to the contrary.

     F.   BINDING  EFFECT.  This  Agreement  shall be binding  upon the  parties
          hereto  and inure to the  benefit  of the  parties,  their  respective
          heirs, administrators, executors, successors, and assigns.

     G.   ENTIRE AGREEMENT. This Agreement contains the entire agreement between
          the  parties  hereto  and  supersedes  any and all  prior  agreements,
          arrangements,  or  understandings  between the parties relating to the
          subject matter hereof. No oral understandings,  statements,  promises,
          or  inducements  contrary  to the terms of this  Agreement  exist.  No
          representations,  warranties,  covenants,  or  conditions,  express or
          implied, other than as set forth herein, have been made by any party.
<PAGE>
     H.   SEVERABILITY.  If  any  party  of  this  Agreement  is  deemed  to  be
          unenforceable,  the  balance of this  Agreement  shall  remain in full
          force and effect.

     I.   COUNTERPARTS.  This Agreement may be executed simultaneously in two or
          more counterparts,  each of which shall be deemed an original, but all
          of which together shall constitute one and the same instrument and may
          be  delivered  in original or by  facsimile  or similar  instantaneous
          electronic  transmission  device pursuant to which the signature of or
          on behalf of such  party can be seen,  and in such case the  facsimile
          execution  and  delivery  shall  be  considered  valid,   binding  and
          effective  for all purposes.  At the request of any party hereto,  all
          parties agree to deliver an original of this  Agreement as well as any
          facsimile,  telecopy or other  reproduction  hereof  subsequent to the
          effective date.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.

          "Indemnitor"
          NONA MORELLI'S II, INC.

          /S/       FRED G. LUKE
                    Fred G. Luke


          "Indemnitee"
          NuOASIS GAMING, INC.


          By:  /S/  JOSEPH MONTEROSSO
          Name:     Joseph Monterosso
          Title:    President




<PAGE>
                                  EXHIBIT 10.37
                                  -------------
                            INDEMNIFICATION AGREEMENT
                            -------------------------


     THIS INDEMNITY  AGREEMENT  ("Agreement")  is made as of the 30th day of May
1997 between  NuOasis  Gaming Inc., a Delaware  corporation,  with its principal
office located in Irvine,  California  (referred to herein as "Indemnitor")  and
Fred  Gordon  Luke,  an  individual  residing in Irvine,  California  and former
President  of  the  Board  of  NuOasis  Gaming,  Inc.  (referred  to  herein  as
"Indemnitee").

     IN  CONSIDERATION  of the sum of Ten  Dollars  ($10),  and  other  good and
valuable  consideration,  including  Indemnitee's  termination  of that  certain
Employment  Agreement dated August ___, 1995,  such  termination to be effective
upon the closing of the sale of all 250,000  shares of Series B Preferred  Stock
issued by NuOasis Gaming, Inc. to Joseph Monterosso and/or his assignees by Nona
Morelli's II, Inc.,  (the  "Resignation  Date"),  the receipt and sufficiency of
which is acknowledged, it is hereby agreed:

1.   INDEMNIFICATION  FOR PAST SERVICES.  Indemnitor shall indemnify  Indemnitee
     from any and all liability,  cost, loss or damage  Indemnitee may suffer or
     incur as a result  of  claims,  demands  or  judgments  against  Indemnitee
     arising  from  Indemnitee's  past  services in any  capacity to  Indemnitor
     brought  by any third  party,  except to the extent the same are due to any
     intentionally  wrongful or bad faith act of  Indemnitee,  but not excluding
     liability,  loss or  damage to  Indemnitee  attributable  to the  action or
     inaction by  Indemnitee's  successors in the  management of Indemnitor  for
     which Indemnitor shall be responsible.

2.   DEFENSE OF CLAIMS. Indemnitor also agrees to defend or reimburse Indemnitee
     for his  reasonable  costs in defending any claims brought or actions filed
     against  Indemnitee with respect to the subject of the indemnity  contained
     herein,  including those which may not result in a payment of indemnity due
     to  Indemnitor's  bad faith or  intentionally  wrongful  act or  omissions,
     whether  such claims or actions are  rightfully  or  wrongfully  brought or
     filed, provided, in any case, Indemnitor controls the defense of such claim
     or suit and Indemnitee complies with Paragraph 4 below.

3.   TERM OF INDEMNITY. The indemnity under this Agreement shall commence on the
     date  hereof,  and shall  continue in full force and effect  until June 30,
     2002 and beyond that date for any claim or action brought before that date.

4.   NOTICE OF CLAIMS BY INDEMNITEE.  Indemnitee  agrees to notify Indemnitor in
     writing  within ten (10) business days by registered  mail,  return receipt
     requested, at Indemnitor's address, of any claim made against Indemnitee in
     respect  to  obligations  for which  Indemnitee  is hereby  indemnified  by
     Indemnitor  against  or for which  Indemnitor  is  obligated  to  provide a
     defense.


<PAGE>
5.   RELEASE OF CLAIMS BY INDEMNITOR. Indemnitor hereby releases Indemnitee from
     any and all claims or causes of action,  of any sort whatsoever,  excepting
     only claims based on bad faith,  intentional  misappropriation of funds for
     personal  use,  which  Indemnitor  may now or may  hereafter  have  against
     Indemnitee  from arising out of any action or omission of Indemnitee in his
     capacity as a direction or officer of Indemnitor from the beginning of time
     through the Resignation Date.

6.   RELEASE OF CLAIMS BY INDEMNITEE. Indemnitee hereby releases Indemnitor from
     any and all claims and causes of action of any sort  whatsoever,  excepting
     only  compensation  due under any agreement  entered into by the parties or
     agreed to be  assumed by  Indemnitor  or Joseph  Monterosso  as part of the
     purchase by Joseph  Monterosso  and assigns of Series B Preferred  Stock of
     Indemnitor.

7.   UNKNOWN  CLAIMS.  This release  extends to claims which the parties may not
     know or suspect to exist at the time of executing  this  Agreement  and the
     parties  hereby waive the benefit of Section 1542 of the  California  Civil
     Code (and all other statutes and court  decisions of similar  import) which
     is set forth below:

     "A general  release does not extend to claims  which the creditor  does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor."

8.   ASSISTANCE  WITH  CLAIMS.  In addition to the  indemnification  and release
     obligations of Indemnitor  hereunder,  Indemnitor  will provide  Indemnitee
     with access to any  information  and documents in its possession or control
     which  would  assist  Indemnitee  in the  defense of any claim  whatsoever,
     provided such  information  or document is not subject to a contractual  or
     legal restriction or disclosure.

9.   MISCELLANEOUS.

     A.   FURTHER  ASSURANCES.  At any  time and from  time to time,  after  the
          effective date,  each party will execute such  additional  instruments
          and take such action as may be reasonably requested by the other party
          to confirm or  otherwise  to carry out the intent and purposes of this
          Agreement.

     B.   WAIVER. Any failure on the part of any party hereto to comply with any
          of its obligations,  agreements, or conditions hereunder may be waived
          in writing by the party to whom such compliance is owed.

     C.   NOTICES.  All notices and other  communications  hereunder shall be in
          writing and shall be deemed to have been given if  delivered in person
          or sent by prepaid first class  registered or certified  mail,  return
          receipt  requested  tot he  parties  hereto,  or their  designees,  as
          follows:

<PAGE>

          To Indemnitor:       Joseph Monterosso
                              NuOasis Gaming, Inc.
                                 550 15th Street
                             San Francisco, CA 94103
                            Telephone: (415) 575-0222
                             Telefax: (415) 861-4177

          To Indemnitee:         Fred G. Luke
                             2 Park Plaza, Suite 470
                                Irvine, CA 92714
                            Telephone: (714) 833-5381
                             Telefax: (714) 833-7854

     D.   HEADINGS.  The section and  subsection  headings in this Agreement are
          inserted  for  convenience  only and shall  not  affect in any way the
          meaning or interpretation of this Agreement.

     E.   GOVERNING LAW. This  Agreement was negotiated and is being  contracted
          for in the State of  California,  and shall be governed by the laws of
          the State of California, notwithstanding any conflict-of-law provision
          to the contrary.

     F.   BINDING  EFFECT.  This  Agreement  shall be binding  upon the  parties
          hereto  and inure to the  benefit  of the  parties,  their  respective
          heirs, administrators, executors, successors, and assigns.

     G.   ENTIRE AGREEMENT. This Agreement contains the entire agreement between
          the  parties  hereto  and  supersedes  any and all  prior  agreements,
          arrangements,  or  understandings  between the parties relating to the
          subject matter hereof. No oral understandings,  statements,  promises,
          or  inducements  contrary  to the terms of this  Agreement  exist.  No
          representations,  warranties,  covenants,  or  conditions,  express or
          implied, other than as set forth herein, have been made by any party.

     H.   SEVERABILITY.  If  any  party  of  this  Agreement  is  deemed  to  be
          unenforceable,  the  balance of this  Agreement  shall  remain in full
          force and effect.

     I.   COUNTERPARTS.  This Agreement may be executed simultaneously in two or
          more counterparts,  each of which shall be deemed an original, but all
          of which together shall constitute one and the same instrument and may
          be  delivered  in original or by  facsimile  or similar  instantaneous
          electronic  transmission  device pursuant to which the signature of or
          on behalf of such  party can be seen,  and in such case the  facsimile
          execution  and  delivery  shall  be  considered  valid,   binding  and
          effective  for all purposes.  At the request of any party hereto,  all
          parties agree to deliver an original of this  Agreement as well as any
          facsimile,  telecopy or other  reproduction  hereof  subsequent to the
          effective date.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.
<PAGE>
"Indemnitee"



     /S/  FRED GORDON LUKE
          Fred Gordon Luke


"Indemnitor"
NuOASIS GAMING, INC.


By:  /S/  JOSEPH MONTEROSSO

Name:     Joseph Monterosso
Title:    President



<PAGE>
                                  EXHIBIT 10.38
                                  -------------
                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------


     This Executive Employment Agreement is made and entered into by and between
National  Pools  Corporation  (hereinafter  NPC),  a California  corporation,  a
subsidiary of NuOasis Gaming, Inc., a Delaware corporation (hereinafter "NUOG"),
and Dennis D. Houston  (hereinafter  the "Executive") who NPC has engaged as its
Chief Operating Officer.

     WHEREAS, the parties desire that the Executive will be available to perform
services for NPC on a full-time basis beginning July 1, 1997, and

     WHEREAS,  the  Executive  will  work  closely  with and  under  the  direct
supervision  of the Chief  Executive  Officer  of NPC to ensure  the  successful
implementation of NPC business plan and the attainment of NPC goals as set forth
by the NPC Board of Directors.

     NOW,  THEREFORE,  for and in  consideration  of the  premises  and promises
contained  herein,  and other good and valuable  consideration,  the adequacy of
which is hereby  acknowledged,  the parties  hereto hereby agree as follows,  to
wit:

I.   TERM OF AGREEMENT

This agreement  shall have a term of three years  beginning on July 1, 1997, and
ending on July 1, 2000.  Upon the expiration of its initial term, this Agreement
may be extended for such period under the same terms and conditions as set forth
herein as the parties shall specify by mutual  consent.  If the Agreement is not
terminated  on July 1,  2000,  but no  extension  is agreed to in writing by the
parties, the terms and conditions of this Agreement shall continue to govern the
parties'  employment  relationship,  except that either party may  terminate the
agreement without penalty or additional payment on 60 days' prior written notice
and NPC  shall  have the right to alter  executive's  terms  and  conditions  of
employment on 60 days' written notice.

II.  RESPONSIBILITIES

The Executive's duties and responsibilities  will be the overall supervision and
management  of the  operations  of NPC and as  requested  by the Chef  Executive
Officer and the Board of Directors.

III. COMPENSATION

During the term of this Agreement,  Executive's compensation from NPC will be as
follows:

A.   During the first six months of this Agreement, the Executive will receive a
     salary at the rate of $100,000 per year.

B.   During the  remainder of the term of this  Agreement,  the  Executive  will
     receive a salary of $200,000 per year.




<PAGE>
C.   NPC will make its best efforts to implement employee incentive stock option
     plan within the first twelve months of the Executive's  employment.  If and
     when the plan is adopted,  the Executive will receive an option for 250,000
     shares of NUOG Common Stock registered under SEC Form S-8. If the incentive
     option plan is not adopted by the NUOG  shareholders,  the  Executive  will
     receive 250,000 shares of NUOG Common stock  registered  under SEC Form S-8
     before  the end of the first  twelve  months of the  Executives  employment
     under this Agreement.

D.   Participation  in any NPC Medical,  Dental,  Disability  and Life Insurance
     programs.

E.   All normal federal  holidays and four (4) weeks paid vacation for each year
     of this  Agreement  with one week of vacation being earned after each three
     (3)  months of this  Agreement.  Vacation  scheduling  must be  cleared  in
     advance with the CEO or the Board of NPC.

F.   One day of sick leave per month.

G.   Reimbursement   for  all  pre-approved   expenses  incurred  while  in  the
     performance  of  any  NPC  related  responsibilities,   as  per  the  NPC's
     operations manual or reimbursement policies.

H.   Car allowance in the amount of $500 per month.

I.   Participation in the NPC Management Bonus Program (Attachment A).

J.   Participation in the NPC Management Stock Option Program.  Specifically, it
     is anticipated that NUOG will amend or adopt an incentive stock option plan
     or  other  stock  option  plan in  which  Executive  and  other  management
     employees  of NPC will be eligible to  participate.  It is now  anticipated
     that  Executive  will be granted an option or  options  to  purchase  up to
     5,250,000 share of Common Stock of NUOG under such stock option plan during
     the first three (3) years of Executive's employment by NPC.

     The Executive's salary and expense reimbursement will be paid in accordance
     with NPC's standard established payroll policies.  NPC shall be responsible
     for withholding and paying all appropriate federal,  state and local taxes.
     The Executive's  participation in any benefit plan or program listed above,
     including  plans  and  programs  to  provide  securities  of NPC or NUOG to
     Executive, shall be subject to Executive's continued employment by NPC, the
     attainment  of  such  company,   group  and  individual  goals  as  may  be
     established  by such plan or program or any person or entity  administering
     such plan or program, compliance with all legal and procedural requirements
     of such plan or program and NPC's (and NUOG's)  legal  ability to adopt and
     maintain  such plan or program.  Executive  acknowledges  that  neither the
     fulfillment  of any of  these  conditions  nor the  actual  benefits  to be
     derived from any such plan or program can be guaranteed.





<PAGE>

IV.  NOTICES

     All notices, demands, or requests which may be given by either party to the
     other party shall be in writing and shall be deemed to have been duly given
     on the date delivered by personal delivery or deposited in the US Mail, and
     addressed as follows:

         If to NPC:                                  If to Employee:
         Attn: Board of Directors                    Dennis Houston
         National Pools Corporation                  315 20th Street
         550 15th Street, 3rd Floor                  Huntington Beach CA 92648
         San Francisco CA 94401

     The address to which such notices,  demands,  requests,  elections or other
     communications  may be given by either  party  may be  changed  by  written
     notice given by such party to the other party pursuant to this section.

V.   TERMINATION

     A.   The  Executive  may resign  without  breach of this  Agreement for any
          reason by giving NPC no less than 60 days' prior written  notice.  The
          Executive  shall serve any portion of the 60 day notice  period at the
          discretion of NPC's CEO. NPC shall have no severance obligation to the
          Executive for any termination by the Executive.

     B.   NPC may terminate this Agreement for cause, as defined below,  without
          any notice in  addition  to any notice  required  below for any of the
          following actions by the Executive.

          1.   Any  breach of this  Agreement  by  Executive  which is not cured
               within five business days after receiving notice of such breach.

          2.   Inducing  any NPC customer to  discontinue  using NPC services or
               products,   diverting   customers   or  vendors  away  from  NPC,
               soliciting customers, vendors or employees for competitors of NPC
               or aiding others to take such actions.

          3.   Executive's gross misconduct or criminal behavior.

          4.   Executive's substantial misconduct,  including insubordination or
               any  other  deliberate  act or  omission,  that is  significantly
               detrimental to NPC or which materially damages NPC's relationship
               with its customers, suppliers or employees.

     C.   If this  Agreement is terminated  for cause,  as set forth above,  the
          Executive shall not be entitled to any compensation  after the date of
          such termination.

     D.   NPC  shall  have  the  right  to  terminate  this  Agreement  and  the
          Executive's  employment  at any  time for  convenience.  Upon any such
          termination,  the Executive  shall be paid 60 days of the  Executive's
          then  current  salary  and shall be  entitled  to  exercise  any stock
          options  otherwise  exercisable.  Executive shall serve any portion of
          the 60 day  notice  period  after  the  notice of  termination  at the
          discretion of NPC's CEO.


<PAGE>
VI.  NON-DISCLOSURE/NON-COMPETE

     The  Executive  shall enter into NPC's  standard  Employment,  Confidential
     Information  and  Invention  Assignment  Agreement  and it is  specifically
     understood that:

     A.   The  Executive  will  be  receiving  certain  proprietary  information
          relating  to NPC  and to  its  clients,  products  and  services.  The
          Executive  agrees  to hold all such  information  written  or  verbal,
          strictly confidential during and after the term of this Agreement.

     B.   It is  also  agreed  that  if  this  Agreement  is  terminated  by the
          Executive,  the Executive will in no manner involve himself/herself in
          or with  another  entity which may in any way be involved in providing
          the same type of  services  and/or  products as NPC for at least three
          (3) years form the date of termination.

     C.   It is  understood  that a violation  of either  paragraph 1 or 2 above
          would constitute substantial damage to NPC.

VII. INDEMNIFICATION

     NPC and the  Executive  agree to  indemnify,  defend  and hold  each  other
     harmless from and against all demands,  claims,  actions,  losses, damages,
     liabilities,  costs and expenses, including, without limitation,  interest,
     penalties and attorneys' fees and expenses  asserted  against or imposed or
     incurred by either party by reason of or  resulting  from and to the extent
     of any  breach of any  representation,  warranty,  covenant,  condition  or
     agreement of the other party to this Agreement.

     NPC further  agrees to indemnify,  defend and hold the  Executive  harmless
     from  and  against  all  demands,   claims,   actions,   losses,   damages,
     liabilities,  costs and expenses, including, without limitation,  interest,
     penalties and attorneys' fees and expenses  asserted or imposed or incurred
     by the Executive  arising from the  Executive's  fulfillment  of his or her
     duties as an officer and  director to the maximum  extent  permitted by the
     California  Corporations Code except to the extent such demand, etc. is due
     to the  Executive's  grossly  negligent or  intentionally  wrongful acts or
     omissions.

VIII. ENTIRE AGREEMENT

     This written  Agreement  represents the entire contract between NPC and the
     Executive. There are no other agreements, oral or written, nor are they any
     conditions precedent thereto which have not been fully complied with at the
     time of execution of this  contract,  nor are there any other  documents of
     any nature or kind which are part of this contract.

IX.  GENERAL

     A.   This  Agreement  may be reviewed  and changed  periodically  by mutual
          consent and signature of both parties.



<PAGE>
     B.   This  Agreement may be executed in two or more  counterparts,  each of
          which shall be deemed as an original,  but all of which together shall
          constitute one and the same instrument.

     C.   This Agreement  supersedes any prior agreement(s)  between the parties
          related to the subject  matter  hereof.  It is agreed that a waiver by
          either party of a breach of any provision to this Agreement  shall not
          operate or be  construed as a waiver of any  subsequent  breach by the
          same party.  Executive shall serve any portion of the 90 day period at
          the CEO's discretion.

     D.   In case  one or more of the  provisions  contained  in this  Agreement
          shall for any reason be held to be invalid,  illegal or  unenforceable
          in any respect, such invalidity, illegality or unenforceable shall not
          affect any other  provision(s) of this  Agreement,  but such provision
          shall be  deemed  deleted  and such  deletion  shall  not  affect  the
          validity of other provisions of the Agreement.

X.       ARBITRATION AND GOVERNING LAW

     A.   This  agreement  is to be  governed  by  the  laws  of  the  State  of
          California.

     B.   Any  controversy or claim arising out of or relating to this Agreement
          or the Breach  thereof  shall be settled  by  binding  arbitration  in
          accordance  with the  rules and under  the  auspices  of the  American
          Arbitration  Association  and judgment upon the award  rendered may be
          entered  in any court  having  jurisdiction  thereof  with each  party
          bearing their own costs.

This Executive Employment Agreement is effective when signed by both parties.

National Pools Corporation                   Dennis D. Houston

     /S/  JOSEPH MONTEROSSO                  /S/  DENNIS D. HOUSTON

Date:     JULY 10, 1997                      Date:     JULY 10, 1997

<PAGE>
                           NATIONAL POOLS CORPORATION
                            MANAGEMENT BONUS PROGRAM

                                 (ATTACHMENT "A)


     A  Performance  Bonus  shall be  earned  by the  participating  members  of
Management  of National  Pools  Corporation  (the  "Corporation")  when  certain
quantifiable goals are achieved by the Corporation.

     The Performance Bonus shall be divided into shares, with each participating
member of  Management  of the  Corporation  receiving  the  following  number of
shares:

          CEO                            total number of shares assigned below
          President                      four shares
          COO                            four shares
          CFO                            four shares
          Executive Vice Presidents      four shares
          Vice Presidents                three shares
          Directors                      two shares
          Regional Directors             two shares
          Comptroller                    one share
          State Directors/Managers       one share

     When the following  goals are reached by the  Corporation,  on a cumulative
basis from 1997  funding of the  Corporation  by its parent,  the  corresponding
Performance Bonus,  consisting of share of or options for shares of Common Stock
of NuOasis Gaming,  Inc. (NUOG) Common Stock will be delivered to  participating
members of Management of the Corporation.

         GOAL                                          PERFORMANCE BONUS
         ----                                          -----------------
At Break-even Point                                    750,000 shares/options
$1.0 million in Cumulative Net Income before taxes     1,000,000 shares/options
$5.0 million in Cumulative Net Income before taxes     1,500,000 shares/options
$10 million in Cumulative Net Income before taxes      1,750,000 shares/options
$20 million in Cumulative Net Income before taxes      2,000,000 shares/options
$30 million in Cumulative Net Income before taxes      2,250,000 shares/options
$40 million in Cumulative Net Income before taxes      2,250,000 shares/options

     After the  Corporation  has attained  the $40 million in Net Income  before
taxes level, all subsequent  bonuses will be based on and come from a bonus pool
of  shares  or  options  for  shares  of NUOG  Common  Stock  equal to 5% of the
corporation's Net Income before taxes at the market price of such shares.

     The  Performance  Bonuses  shall be paid to the  participating  members  of
Management of the Corporation within thirty (30) days after a determination that
the  Corporation  has achieved the  specified  goal.  The  corporation's  Yearly
Audited Financial  Statement shall determine when and if the targeted Net Income
before  taxes  goals  have been  reached.  The number of shares  comprising  any
particular  Performance Bonus shall be adjusted for stock splits,  reverse stock
splits and similar  transactions.  This program will  terminate  ten years after
product (HIT LOTTO(TM)) launch.


<PAGE>
                                  EXHIBIT 10.39
                                  -------------
                   EMPLOYMENT AGREEMENT WITH JOSEPH MONTEROSSO


     This Agreement is executed  effective as of the lst day of April,  1994, by
and between National Pools Corporation, a California corporation (the "Company")
and Joseph James Monterosso (the "Executive").


1.   POSITION AND DUTIES.

     (a)  The  Company  hereby  hires the  Executive  and the  Executive  hereby
          accepts employment as Chairman/Chief Executive Officer of the Company.
          The Executive will, to the best of the Executive's ability during this
          employment,  devote  Executive's  full  time and best  efforts  to the
          performance of the duties and functions of this  position,  and in the
          performance  of those  duties,  will comply  with the  policies of the
          Company and the directions of the Board of Directors of the Company.

     (b)  The executive's  responsibilities  and duties will be, but not limited
          to, establish, build and manage the Company with all powers granted to
          and  responsibilities  imposed  upon  chairmen  of the board and chief
          executive  officers  by the Bylaws of the  Company  or the  California
          Corporations  Code,  as modified by the Board of the  Directors of the
          Company,  and to consult with the Board of Directors of the Company on
          all major issues facing the Company.


2.   COMPENSATION.

     (a)  The Company  agrees to pay the Executive  and the Executive  agrees to
          accept as  compensation  for all of the  Executive's  services  to the
          Company,  a monthly base salary of $12,300 gross ($150,000  annually),
          payable in accordance with the Company's  standard  payroll  policies.
          The Company  agrees to increase the pay to the Executive to $20,833.34
          gross per month  ($250,000  annually)  commencing  at the start of the
          Company's  business,  that is,  when the first  call is  received  and
          charged  on  the  Company's   800-HIT-LOTTO  phone  system  after  the
          effective date of this Agreement. The first and last payment of salary
          by the Company to the Executive  shall be prorated,  if necessary,  to
          reflect a  commencement  or  termination  date other than the first or
          last working day of a pay period.

     (b)  The Company agrees to provide the Executive an allowance in the amount
          of $450 per month for  automobile  expenses  incurred by the executive
          for  employment  related  activities.  The Company  shall  provide the
          Executive with a. parking facility arrangement or provide an amount to
          be agreed for said parking.

     (c)  The Company  will pay the  Executive a bonus equal to two percent (2%)
          of the net profits of the  Company,  as  determined  by the profit and
          loss  statement of the Company  prepared or reviewed by the  Company's
          outside  accountants using generally accepted  accounting  principles,
          consistently applied;  provided,  however, that no such bonus shall be
          due in any year when the  Company's net profits do not equal or EXCEED
          one million dollars ($1,000,000); and



<PAGE>
          provided further, that the Executive shall be paid an additional bonus
          of $25,000 the first year the  Company  earns net profits or income of
          one million dollars  ($1,000,000) or more, shall be paid an additional
          bonus of  $25,000  the first  year the  Company  earns  net  income or
          profits of two million dollars  ($2,000,000) or more, shall be paid an
          additional  bonus of  $20,000  the first  year the  Company  earns net
          profits or income of three million  dollars  ($3,000,000)  or more and
          shall  be paid an  additional  bonus of  $20,000  the  first  year the
          Company   earns  net  profits  or  income  of  four  million   dollars
          ($4,000,000)  or more.  Any such  bonus  shall be paid  within 45 days
          after the Company's accountant's  determination or verification of the
          net income or PROFITS of the Company for its preceding fiscal year.

     (d)  The  Company  will  reimburse  the  reasonable  mid  necessary  travel
          expenses of the  Executive,  subject to compliance  with the Company's
          travel and expense approval procedures.

     (e)  The  Company  will  provide  medical,  dental,   disability  and  life
          insurance  to the  Executive  equivalent  to that  provided  by  other
          members of the Company's senior management staff.


3.   SALE OF STOCK.  The Company will grant the  Executive the fight to purchase
     up to 500,000 shares of the Company's Common Stock, without par value, at a
     price of  $0.0464597  per share.  The  Executive  may pay for these  shares
     either in cash or under a  Promissory  Note due  December  31, 1995 bearing
     interest at the rate of six and one-half  percent (6.5%) per year. The Note
     may be  prepaid  at any time and any  shares  purchased  by the  Executive,
     either for cash or upon prepayment of the Note, prior to the termination of
     his employment  with the Company shall be retained by him free and clear of
     any claim by the Company. The Note will be canceled upon termination of the
     Executive's  employment with the Company and any shares not previously paid
     for will be  canceled,  but the  Executive  will  have 30 days  after  such
     termination  to purchase  25,000 shares for each month since April 1, 1994,
     the  Executive  has  been  employed  by the  Company.  If  the  Executive's
     employment is terminated because of his death or disability,  the Executive
     or his  personal  representative,  if any,  shall  have 90 days  after such
     termination  to purchase  all 500,000  shares for the cash price  specified
     above.


4.   PROPRIETARY  INFORMATION  AGREEMENT.  The  Executive  shall  enter into the
     Company's  standard  Employment,  Confidential  Information  and  Invention
     Assignment Agreement.

5.   INDEMNIFICATION  AGREEMENT.  The  Executive  shall enter into the Company's
     standard Indemnification Agreement.


6.   TERMS AND TERMINATION.

     (a)  The term of this Agreement  shall commence on April 1, 1994, and shall
          terminate on April 1, 1999.

     (b)  This  Agreement  may be  terminated  by the  Company  at any  time for
          justifiable cause (as defined below) without any severance  obligation
          on the part of the  Company.  For the purpose of this  Agreement,  the
          term justifiable cause is defined as (i)Executive's  gross misconduct.
          OR  criminal  behavior,  (ii)  Executive's  material  failure,  in the
          reasonable  opinion of the Company,  to perform the Executive's duties
          and  responsibilities  faithfully and  diligently,  (iii)  Executive's
          material failure,  in the reasonable opinion of the Company, to adhere
          to clear and lawful  directions of the  Company's  board of directors,
          (iv)   Executive's    substantial    misconduct   or   dishonesty   or
          insubordination   or  other   deliberate   act  or  omission  that  is
          detrimental  in a  significant  way to the  goodwill of the Company or
          materially damaging to the Company's relationships with its customers,
          suppliers or employees.
<PAGE>

     (c)  The Company has the right to terminate the  Executive's  employment at
          any time other than  pursuant  to  Section  6(b)  during the five year
          period ending April, 1999. Upon any such termination,  Executive shall
          be paid  one  year of  Executive's  then  current  salary  and will be
          entitled to exercise any options otherwise exercisable.

     (d)  This  Agreement may be terminated by the Executive at any time upon 90
          days written notice.


7.   MISCELLANEOUS.

     (a)  This  Agreement  shall  be  binding  upon the  legal  representatives,
          distributes, successors and assigns of the parties hereto.

     (b)  This Agreement  contains the entire agreement of the parties,  and may
          not be  changed  orally,  but only be a  writing  signed  by the party
          against whom enforcement or such change is sought.

     (c)  This  Agreement  supersedes any prior  agreements  between the parties
          related to the  subject  matter  hereof It is agreed  that a waiver by
          either party of a breach of any provision to this Agreement  shall not
          operate or be  construed as a waiver of any  subsequent  breach by the
          same party.

     (d)  In case  one or more of the  provisions  contained  in this  Agreement
          shall for any reason be held to be invalid,  illegal or  unenforceable
          in any respect, such invalidity,  illegality or unenforceability shall
          not affect any other provisions of this Agreement, but such provisions
          shall be  deemed  deleted  and such  deletion  shall  not  affect  the
          validity of other provisions of this Agreement.

     (e)  This  Agreement  shall be governed by and  construed  according to the
          laws of the State of  California.  The federal and state courts of the
          State of California  shall have exclusive  jurisdiction  to adjudicate
          any dispute rising out of this Agreement.


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

NATIONAL POOLS CORPORATION,                       EXECUTIVE
A CALIFORNIA CORPORATION

By:  /S/  RON MCGEE                               /S/  JOSEPH J. MONTEROSSO
OFFICER OF THE CORPORATION                             JOSEPH J. MONTEROSSO

Date:     DECEMBER 6, 1994



<PAGE>
                                  EXHIBIT 10.40
                                  -------------
                      EMPLOYMENT AGREEMENT WITH STEVEN DONG



This  Executive  Employment  Agreement  is made and entered  into by and between
National  Pools  Corporation.  (hereinafter  NPC), a California  corporation,  a
subsidiary of Group V Corporation,  formerly  NuOasis  Gaming,  Inc., a Delaware
corporation   (hereinafter   "Group  V"),  and  Steven  Dong   (hereinafter  the
"Executive") who NPC has engaged as its Chief Financial Officer and Treasurer.

WHEREAS,  the parties  desire that the  Executive  will be  available to perform
services for NPC on a full-time basis beginning July 1, 1997, and

WHEREAS,  the Executive will work closely with and under the direct  supervision
of the Chief Executive Officer of NPC to ensure the successful implementation of
NPC business plan and the  attainment of NPC goals as set forth by the NPC Board
of Directors.

NOW, THEREFORE,  for and in consideration of the premises and promises contained
herein,  and other good and  valuable  consideration,  the  adequacy of which is
hereby acknowledged, the parties hereto hereby agree as follows, to wit:

I.   Term of Agreement

This  Agreement  shall have a term of two years  beginning on July 1, 1997,  and
ending on June 30, 1999. Upon the expiration of its initial term, this Agreement
may be extended for such period under the same terms and conditions as set forth
herein as the parties shall specify by mutual  consent.  If the Agreement is not
terminated  on June 30,  1999,  but no  extension is agreed to in writing by the
parties, the terms and conditions of this Agreement shall continue to govern the
parties'  employment  relationship,  except that either party may  terminate the
agreement without penalty or additional payment on 60 days' prior written notice
and NPC  shall  have the right to alter  executive's  terms  and  conditions  of
employment on 60 days' prior written notice.

II.  Responsibilities

     A.   The Executive's  duties and  responsibilities  will be as directed and
          requested by the Chief  Executive  Officer and will include,  but will
          not be limited to the  supervision  and management of NPC's  financial
          and financial reporting operations.

III. Compensation

     A.   During the term of this Agreement  Executive's  compensation  from NPC
          will be as follows:

          1.   During the term of this  Agreement,  the Executive will receive a
               salary of $105,000  per year for the first year and  $120,000 per
               year for the second year.

          2.   Participation  in any NPC Medical,  Dental,  Disability  and Life
               insurance programs.

          3.   All normal federal  holidays and four (4) weeks paid vacation for
               each  year of this  Agreement  with  one week of  vacation  being
               earned  after each three (3) months of this  Agreement.  Vacation
               scheduling  must be cleared in advance  with the CEO or the Board
               of NPC.

          4.   One day of sick leave per month.

          5.   Reimbursement for all pre-approved expenses incurred while in the
               performance  of NPC  related  responsibilities,  as per the NPC's
               operations manual or reimbursement policies.

          6.   Car allowance in the amount of $300 per month.

          7.   Participation  in the NPC Management  Bonus Program.  (Attachment
               A).

          8.   Participation   in  the  NPC  Management  Stock  Option  Program.
               Specifically,  it is anticipated that Group V will amend or adopt
               an  incentive  stock  option plan or other  stock  option plan in
               which  Executive  and other  management  employees of NPC will be
               eligible to  participate.  It is now  anticipated  that Executive
               will be granted an option or  options to  purchase  up to 800,000
               shares of Common Stock of Group V under such stock option  during
               the first two (2) years of  Executive's  employment  by NPC at an
               exercise  price of $0.50 per share,  such  option to vest  evenly
               over such period.  NPC agrees to amend or adopt such an incentive
               stock option plan as soon as  practicable,  but no later than six
               months after the first day of the Initial Term of this Agreement.

          9.   Reimbursement for all Continuing  Professional  Education ("CPE")
               expenses and professional membership fees reasonably incurred for
               the  purpose  of  keeping  the   Executive's   Certified   Public
               Accountant   license  current  and  in  good  standing  with  the
               California  State  Board of  Accountancy,  California  Society of
               Certified Public  Accountants and American Institute of Certified
               Public Accountants.

          10.  Computer allowance in the amount of $150 per month.

          The  Executive's  salary  and  expense  reimbursement  will be paid in
          accordance with NPC's standard established payroll policies. NPC shall
          be responsible for  withholding  and paying all  appropriate  federal,
          state and local taxes.  The Executive's  participation  in any benefit
          plan or program listed above,  including plans and programs to provide
          securities  of NPC or  Group  V to  Executive,  shall  be  subject  to
          Executive's  continued  employment  by  NPC,  the  attainment  of such
          company, group and individual goals as may be established by such plan
          or program or any person or entity administering such plan or program,
          compliance with all legal and procedural  requirements of such plan or
          program and NPC's (and Group V's) legal  ability to adopt and maintain
          such a plan  or  program.  Executive  acknowledges  that  neither  the
          fulfillment of any of these  conditions nor the actual  benefits to be
          derived from any such plan or program can be guaranteed.

IV.  Notices

     All notices, demands, or requests which may be given by either party to the
     other party shall be in writing and shall be deemed to have been duly given
     on the date delivered by personal delivery or deposited in the US Mail, and
     addressed as follows:

     If to NPC:                              If to Employee:

     National Pools Corporation.             Steven Dong
     550 15th Street, 3rd Floor              1048 Irvine Avenue, #306
     San Francisco, California 94401         Newport Beach, CA 92660
     Attention:  CEO

     The address to which such notices,  demands,  requests,  elections or other
     communications  may be given by either  party  may be  changed  by  written
     notice given by such party to the other party pursuant to this section.

V.   Termination

     A.   The  Executive  may resign  without  breach of this  Agreement for any
          reason by giving NPC no less than 60 days' prior written  notice.  The
          Executive  shall serve any portion of the 60 day notice  period at the
          discretion of NPC's CEO. NPC shall have no severance obligation to the
          Executive for any termination by the Executive.

     B.   NPC may terminate this Agreement for cause, as defined below,  without
          any notice in  addition  to any notice  required  below for any of the
          following actions by the Executive.

          1.   Any  breach of this  Agreement  by  Executive  which is not cured
               within five business days after receiving notice of such breach.

          2.   Inducing  any NPC customer to  discontinue  using NPC services or
               products,   diverting   customers   or  vendors  away  from  NPC,
               soliciting customers, vendors or employees for competitors of NPC
               or aiding others to take such actions.

          3.   Executive's gross misconduct or criminal behavior.

          4.   Executive's substantial misconduct,  including insubordination or
               any  other  deliberate  act or  omission,  that is  significantly
               detrimental to NPC or which materially damages NPC's relationship
               with its customers, suppliers or employees.

     C.   If this  Agreement is terminated  for cause,  as set forth above,  the
          Executive shall not be entitled to any compensation  after the date of
          such termination.

     D.   NPC  shall  have  the  right  to  terminate  this  Agreement  and  the
          Executive's  employment at any time for  convenience.  In the event of
          any such  termination  prior to the  completion  of the Initial  Term,
          Executive shall be entitled to a lump sum payment equal to the balance
          of all compensation due to Executive,  including,  but not limited to,
          salary  and  benefits  under  this  Agreement,  and to the  rights  to
          exercise  any  remaining,   previously   unexercised   Option  Shares.
          Notwithstanding anything contained herein to the contrary, Executive's
          right to exercise any unexercised Option Shares shall continue for ten
          years following the date of any termination. Executive shall serve any
          portion of the 60 day notice period after the notice of termination at
          the discretion of NPC's CEO.

VI.  Non-Disclosure / Non-Compete

     A.   The Executive shall enter into NPC's standard Employment, Confidential
          Information and Invention  Assignment Agreement and it is specifically
          understood that:

          1.   The Executive will be receiving certain  proprietary  information
               relating to NPC and to its clients,  products and  services.  The
               Executive agrees to hold all such information, written or verbal,
               strictly   confidential   during  and  after  the  term  of  this
               Agreement.

          2.   It is also agreed that if this  Agreement  is  terminated  by the
               Executive,    the   Executive   will   in   no   manner   involve
               himself/herself in or with another entity which may in any way be
               involved in providing the same type of services  and/or  products
               as NPC  for at  least  three  (3)  years  from  the  date  of the
               termination.

          3.   It is  understood  that a  violation  of either  paragraph 1 or 2
               above would constitute substantial damage to NPC.

VII. Indemnification

     NPC and the  Executive  agree to  indemnify,  defend  and hold  each  other
     harmless from and against all demands,  claims,  actions,  losses, damages,
     liabilities,  costs and expenses, including, without limitation,  interest,
     penalties and attorneys' fees and expenses  asserted  against or imposed or
     incurred by either party by reason of or  resulting  from and to the extent
     of any  breach of any  representation,  warranty,  covenant,  condition  or
     agreement of the other party to this Agreement.

     NPC further  agrees to indemnify,  defend and hold the  Executive  harmless
     from  and  against  all  demands,   claims,   actions,   losses,   damages,
     liabilities,  costs and expenses, including, without limitation,  interest,
     penalties and attorneys' fees and expenses  asserted  against or imposed or
     incurred by the Executive  arising from the Executive's  fulfillment of his
     or her duties as an officer and director to the maximum extent permitted by
     the California  Corporations Code except to the extent such demand, etc. is
     due to the Executive's grossly negligent or intentionally  wrongful acts or
     omissions.

VIII. Entire Agreement

     This written  Agreement  represents the entire contract between NPC and the
     Executive.  There are no other agreements,  oral or written,  nor are there
     any conditions precedent thereto which have not been fully complied with at
     the time of execution of this contract,  nor are there any other  documents
     of any nature or kind which are part of this contract.

IX.  General

     A.   This  Agreement  may be reviewed  and changed  periodically  by mutual
          consent and signature of both parties.

     B.   This  Agreement may be executed in two or more  counterparts,  each of
          which shall be deemed as an original,  but all of which together shall
          constitute one and the same instrument.

     C.   This Agreement  supersedes any prior agreement(s)  between the parties
          related to the subject  matter  hereof.  It is agreed that a waiver by
          either party of a breach of any provision to this Agreement  shall not
          operate or be  construed as a waiver of any  subsequent  breach by the
          same party.  Executive shall serve any portion of the 90 day period at
          the CEO's discretion.

     D.   In case  one or more of the  provisions  contained  in this  Agreement
          shall for any reason be held to be invalid,  illegal or  unenforceable
          in any respect, such invalidity,  illegality or unenforceability shall
          not  affect  any  other  provision(s)  of  this  Agreement,  but  such
          provisions  shall be deemed deleted and such deletion shall not affect
          the validity of other provisions of this Agreement.

X.   Arbitration and Governing Law

     A    This  agreement  is to be  governed  by  the  laws  of  the  State  of
          California.

     B.   Any  controversy or claim arising out of or relating to this Agreement
          or the Breach  thereof  shall be settled  by  binding  arbitration  in
          accordance  with the  rules and under  the  auspices  of the  American
          Arbitration  Association  and judgment upon the award  rendered may be
          entered  in any court  having  jurisdiction  thereof  with each  party
          bearing their own costs.


     This  Executive  Employment  Agreement  is  effective  when  signed by both
     parties.

     National Pools Corporation                   Steven Dong

     By:  /s/  Joseph Monterosso                  /s/  Steven Dong

     Date:     July 1, 1997                            July 1, 1997

<PAGE>



                                  EXHIBIT 24.1

                            SCHEDULE OF SUBSIDIARIES




NAME OF SUBSIDIARY                                     PARENT

National Pool Corporation                              Group V Corporation