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, 1998          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.)
 incorporation or organization)

                                1550 15th Street,
                             San Francisco CA 94103
                    (Address of Principal Executive Offices)

                                 (415) 575-0222
              (Registrant's Telephone Number, including Area Code)

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

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.01 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 operating  revenues of $552,472 for the year ended June
30, 1998.

     As of December 31,  1998,  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 December  31,  1998) held by
non-affiliates was approximately $1,556,564.

       Class                                    Outstanding at December 31, 1998
Common Stock, $.01 par value                                 49,889,880 shares

                      Documents Incorporated by Reference:
                                      None



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

                                     PART I
Item 1    Description of Business .............................................1
Item 2    Description of Properties ...........................................7
Item 3    Legal Proceedings....................................................7
Item 4    Submission  of  Matters to a Vote of Security Holders................8

                                     PART II
Item 5    Market for Common Equity and Related Stockholder Matters ............8
Item 6    Management's Discussion and Analysis or Plan of Operation............9
Item 7    Financial Statements ...............................................10
Item 8    Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure .............................10

                                    PART III
Item 9    Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act ..................10
Item 10   Executive Compensation .............................................15
Item 11   Security Ownership of Certain Beneficial Owners and Management .....17
Item 12   Certain Relationships and Related Transactions .....................18
Item 13   Exhibits and Reports on Form 8-K .................................. 22



<PAGE>


                              

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.  The Registrant has ongoing  business  enterprises  within the
one-plus  and  pre-paid   telecommunications   industry,  lottery  publications,
pre-paid  phone  card  supported   lottery  club  play  and  network   marketing
operations.  Group V has created a network of complementary  companies who offer
products  and  services of their own or who provide  the  marketing  services to
support the Company's interests. During the fiscal year ended June 30, 1997, the
Registrant  acquired  National Pools  Corporation,  a developer of an electronic
lottery group play system in state lotteries in the United States.

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.  The Company
believes that NPC is the first company to have developed and marketed a pre-paid
long distance phone card with an innovative free method of group lottery play as
a value-added incentive to phone card purchase.  The program developed by NPC is
named  "HitLoTTo(R)" and facilitates  lottery club  participation in a number of
State Lotteries  throughout the United States.  The  HitLoTTo(R)  program uses a
unique  pre-paid  phone  card  promotion,  telecommunications,  and  proprietary
computer  software to organize and market  electronic  lottery clubs for lottery
players to participate in various State Lotteries.  The concept is simple. Buy a
HitLoTTo card and get pre-paid  long  distance  time-as you would with any phone
card-plus  free  membership  in  lottery  clubs  for  several  State  Lotteries,
including  the much  sought-after  Powerball  drawings.  This  program  provides
players the  opportunity  to increase  their  chances of winning by 100 times by
randomly joining each club  participant  with 99 other club members.  NPC offers
its proprietary HitLoTTo(R) service to the public through the sale of a pre-paid
phone card, the  "HitLoTTo(R)  Club Card." The HitLoTTo(R)  Club Card is sold at
approved retail outlets in two denominations:  $10 and $20. The HitLoTTo(R) Club
Card is also distributed  through the Company's  wholly owned network  marketing
company,  Premier Plus,  Inc. and is supported  through  editorial  coverage and
advertising  provided  by the  Company's  lottery  publication  Lottery  Insider
Magazine.  The Company's  virtual HitLoTTo Club Card will soon debut on a number
of established  e-commerce  websites.  Each denomination of the HitLoTTo(R) Club
Card features both competitively  priced long distance calling and corresponding
free lottery club plays, which act as a purchase incentive.  The $10 HitLoTTo(R)
Club  Card  offers  the  purchaser  one  free  lottery  club  play  and  the $20
HitLoTTo(R)  Club Card offers  three  lotteries  club plays.  Special  marketing
opportunities  have  increased  the  available  lottery  club plays to encourage
participation in special market offers. To join a HitLoTTo(R) Club, callers dial
1-888-HitLoTTo(R),  enter their Personal  Identification Number ("PIN") found on
the back of the card,  and after  selecting  the  appropriate  menu function are
automatically entered into the next available open lottery club of their choice;
including Powerball, The Big Game, Florida and California State Lotteries.

     NPC administers the Clubs and purchases 100 state lottery tickets on behalf
of the club  members.  Voice  response  computers  automatically  form  clubs of
players after callers enter their  HitLoTTo(R) Club Card PIN and select the Club
of their choice.  HitLoTTo(R) Club membership is allowed only after the PIN, and
appropriate  account  balance  have been  validated.  Each club  consists of one
hundred $1.00 corresponding State Lottery tickets,  and each HitLoTTo(R) Club is
completed after receipt of 100 successful HitLoTTo(R) telephone calls. Each call
equates  to one  HitLoTTo(R)  lottery  club  plays,  and is formed  for the next
available caller  designated Super Lotto jackpot.  Depending on the denomination
of pre-paid phone card purchased,  callers may make the  corresponding  value of
long distance calls by selecting the appropriate menu option.

     NPC  acts as an  agent  of the club  member(callers)  by  coordinating  the
formation of groups of purchasers of lottery tickets.  Once any of the available
HitLoTTo(R) Clubs has 100 members the club is closed,  the computer starts a new
HitLoTTo(R)  Club, and NPC purchases the 100 state lottery  tickets on behalf of
the just closed  club.  Tickets are official  State  Lottery  machine  generated
"Quick Picks" and are always purchased in sequence (to avoid any manipulation of
tickets).  The HitLoTTo(R)  Club is then associated with the  corresponding  100
tickets.  The first and last sequence numbers are entered into NPC's database to
ensure the integrity of the club. Further,  all tickets are endorsed and stamped
with the company name, the club number,  date and time. The physical tickets are
placed in tamper proof  storage  until the  validation  process  occurs the next
business day after the official  drawing when the winning numbers are confirmed.
Winnings less than $599 are automatically  credited to the player's  HitLoTTo(R)
Club Card and added to the  available  account  balance.  Winning clubs are also
published on the  Company's  website-  www.  HitLoTTo(R).com.  When a player has
depleted  the value of the  HitLoTTo(R)  Club Card to an  insufficient  level to
participate in another  HitLoTTo(R) Lottery Club, the remaining card balance can
be transferred to a new HitLoTTo(R) Club Card.  HitLoTTo(R)  players are able to
cash out their winnings at any time by calling the toll-free number and speaking
with a customer service representative.

     Club  winnings  between  $.01 and $599 are  automatically  credited  to the
player's HitLoTTo(R) Club Card one business day after the lottery draw. NPC will
process  winning  tickets and claim prize  winnings with the  appropriate  State
Lottery on behalf of club members up to $599.  When club winnings are over $600,
NPC will provide the names of the  individual  winning club members to the state
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 club members in accordance  with the
State Lottery's established policies and procedures. Prize amounts of $1 million
or more are generally paid by the State Lottery  directly to winners either over
a 20 to 26 year period or in a single lump-sum payment. NPC does not participate
in any winnings or prizes.

     NPC's  objective  is to attract  1.5% of the more than 100  million  active
lottery  players in the U.S.,  spending $2.5 billion in average  monthly lottery
tickets   purchases  and  have  them  become  members  of  an  NPC  administered
HitLoTTo(R)  Club.  During  fiscal year 1998,  U.S.  lottery  sales totaled 35.9
billion  and more than half of all adult  Americans  bought at least one lottery
ticket  during that same period.  The Company  believes  this to be a reasonable
market share which can be attained by promoting  convenient lottery play via the
telephone,  offering the ability to  participate  in State  Lotteries  otherwise
unavailable and increasing a players chances of winning by a hundred fold.

     Furthering this effort,  the Company  recently entered into a joint venture
agreement with CPNM/Internet  Marketing Consortium to jointly promote and market
the  Company's  new virtual  HitLoTTo  product  through a network of 10 Internet
retail affiliates. These established e-commerce websites anticipate driving more
than 170 million hits in potential  retail  activity to the HitLoTTo  product in
the  immediate  future.  Through  a  series  of  cross-promotional   multi-media
marketing  efforts with  CPNM/Internet  Marketing,  the Company's own e-commerce
website will similarly expand the existing market channels for HitLoTTo and open
access to the growing millions of Internet users who sign on daily.

     Although the  electronic  commerce  /Internet  portion of HitLoTTo sales is
expected to grow  exponentially,  the company  continues to work the traditional
retail channel,  aggressively  recruiting  distributors and sales agents through
strategic   placement  of   advertisements.   The  company   also   successfully
participated in a leading  pre-paid  industry  tradeshow and  exposition,  which
generated  considerable editorial exposure for both the product and the company.
NPC has introduced the HitLoTTo(R) Club Card in selected areas in several states
within the United  States using local  distributors,  retail sales  networks and
through   direct   sales   efforts  of  Premier   Plus   Independent   Marketing
Representatives.  Marketed  as "The Phone Card That Can Make You Rich",  NPC has
created  awareness for the HitLoTTo(R) Club Card through a number of "free play"
direct mail campaigns  targeted to purchased  lists of lottery  enthusiasts,  as
well as other potential  customers The Company's  President has been a regularly
featured  guest on the Carl  Cardasian  syndicated  radio talk show "Wall Street
Direct",  as well as providing media coverage for the Company with interviews in
the "Wall Street  Corporate  Reporter",  "MSNBC  Business  Video",  "Smart Money
Magazine", "Stockbroker Magazine", "Intele-Card News" and other significant news
and media  outlets.  The Company has  produced a variety of retail Point of Sale
(POS)  materials to assist with the promotion  and marketing of the  HitLoTTo(R)
Club Card.  Additionally,  the Company has  provided  its retail  network with a
number of  education/training  materials  designed to educate the  retailer  and
consumer on the  benefits and features of this unique  pre-paid  phone card.  To
date, there have been 472 HitLoTTo(R) Clubs formed.

     In May 1998,  the Company  obtained a legal  opinion  from James D. Cullen,
Esq.,  special  counsel to Group V. After  consideration  and review of existing
pre-paid  calling card and rules for  promotion,  the legal and factual  matters
were found to be appropriate to distribute to all potential  markets.  The price
of the HitLoTTo(R) Club Card does not include any consideration for the purchase
and/or administration associated with the purchase of lottery tickets by NPC for
any HitLoTTo(R) Club. Mr. Cullen cites various recent findings, most notably The
Mississippi  Gaming  Commission v. Treasured  Arts, Inc. 699 So. 2d 936, and the
offering of a similar service by the Illinois Lottery.

     The precise legal and regulatory  issues that have been raised by states in
which NPC has on-going operations have been addressed  accordingly by Mr. Cullen
and others  associated with Group V's advisory board. This board consists of the
law firm of Bagatelos & Fadem and the former chairman of the lottery  consulting
division of KPMG Peat Marwick,  as well as the firm of Cavalier and  Associates,
who have also been heavily  involved in  initiative  campaigns for various State
Lotteries,  and a former State Lottery Director.  Among other  responsibilities,
the Advisory  board  performs  legal research and advises NPC concerning the law
and   regulatory   climate  in  states  with   lotteries.   Correspondence   and
consultations  with lottery  officials is being undertaken to define the program
and to  outline  the  marketing  plans  for  the  pre-paid  phone  card  in each
particular state.

     Based on its original  configuration,  operational  in California as an 800
and 900 based  electronic  lottery group play system,  NPC  originally  obtained
three opinions on the legality of its  HitLoTTo(R)  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.

     The development of the HitLoTTo(R)  program warrants  reference to the fall
of 1994, when after securing second round private debt financing, NPC tested the
HitLoTTo(R)  program in San  Diego,  California.  In  addition  to  establishing
telephone lines in which players could call to enter lottery  groups,  a limited
publicity and  advertising  campaign was launched in San Diego, as an attempt to
secure retail outlets for the  HitLoTTo(R)  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
HitLoTTo(R) 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 lottery groups were formed on the 1-900-Hit-LoTToTM number, which was in
operation  for only a few  days.  The  1-800-HitLoTTo(R)  number,  which was not
advertised or even able to form lottery  groups,  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  lottery  groups.  Due to
limited  funding,  the market test was  restricted to several weeks of publicity
and advertising and one week of operation.  NPC's management  deemed the results
successful in that the HitLoTTo(R)  program  attracted  media  interest,  retail
vendors of HitLoTTo(R)  cards proved  receptive  and, in the relatively  limited
time phone lines were open,  customers  appeared  willing to play lottery  games
under the  HitLoTTo(R)  program in numbers  sufficient  to generate  the minimum
projected revenues in the NPC business plan.

     After the end of the market  test of the  HitLoTTo(R)  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.

     The  Company's   management  is  confident   about  the  viability  of  the
HitLoTTo(R)  pre-paid phone card strategy for marketing the program and believes
the  acquisition  of NPC  represents an excellent  opportunity  for the Company.
Further the HitLoTTo Club Card now represents  the  convergence of three dynamic
industries; pre-paid telecommunications, lottery play and the Internet. However,
the ultimate market acceptance of the HitLoTTo(R)  program cannot be guaranteed.
Although the  HitLoTTo(R)  program is registered and the system is  proprietary,
the Registrant  expects  competition  from those who may have more personnel and
greater financial resources than the Registrant.

National Pools Corporation

     On June 13, 1996,  NuOasis  Resorts,  Inc.  (formerly,  Nona  Morelli's II,
Inc.), ("Nona"), ("NuOasis Resorts"), 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 NouOasis  Resorts.
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 National  Pools  Corporation  ("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 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
part  of  this  acquisition,  NuOasis  Resorts  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 NuOasis  Resorts.
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  NuOasis  Resorts  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,
Inc.,  to NuOasis  Resorts for cash of  $1,140,000,  notes  receivable  from NPC
aggregating  $245,836  and a credit  against  the NuOasis  Resorts  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
Preferred  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  Preferred  shares  was  terminated.
Concurrently,  NuOasis Resorts  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,  NuOasis  Resorts
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 30, 1997, Mr.  Monterosso
exercised the Amended Option to purchase  21,959 Series B Shares,  at $72.20 per
share, by payment to NuOasis  Resorts 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  NuOasis Resorts from liability,  if any, arising from
any  events  while  NuOasis  Resorts   controlled   Group  V,  in  exchange  for
approximately $1,585,000 of marketable securities.

     On September 2, 1997, NuOasis Resorts 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 (the "Warrant Note").  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 have been  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,  NuOasis Resorts granted to Mr.  Monterosso an option
to purchase  7,800,000  common  shares of the Company  exercisable  at $0.15 per
share after NuOasis Resorts'  converted its remaining 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 NuOasis Resorts.

Universal Network Services, Inc.

     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"). NPC's Chief Operating Officer, Mr. Dennis Houston, is a
shareholder  and officer of UNSI.  The Net Profits  Interest would have provided
the  Company  with up to 50% of UNSI's  net  operating  profit and  granted  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.  During the quarter
ended March 31, 1998, the Company  abandoned its  acquisition of the Net Profits
Interest in UNSI and recorded  $22,500 in related  professional  service expense
and in June 1998 terminated its employment  agreement with Mr. Houston.  UNSI is
an  interexchange  carrier  that  provided  telecommunications  services to both
residential  and business  customers  throughout  the United  States and certain
foreign countries. In August 1998, UNSI filed for protection under Chapter 11 of
the U.S. Bankruptcy code and has subsequently been liquidated under Chapter 7 of
the U.S. Bankruptcy Code.

Magnet Telecom, Inc.

     In October  1997,  the Company  agreed in  principle  to purchase a 50% net
profits   interest  in  Magnet   Telecom,   Inc.   ("MTI"),   a  privately  held
telecommunications  network  marketing  company and an affiliate of UNSI. During
the quarter ended March 31, 1998,  the Company  abandoned its  acquisition of an
interest  in MTI and  recorded  $19,066 in related  general  and  administrative
expense. MTI discontinued operations in December 1997.

Lottery Publication Corporation

     In October 1997, the Company and  Lottoworld,  Inc.  agreed in principle to
form a new joint venture company whereby  Lottoworld  would have assigned all of
its  publishing  assets,  including the  Lottoworld  Magazine,  to the new joint
venture. However, during the quarter ended March 31, 1998, the Company abandoned
this plan and formed a wholly  owned  subsidiary,  Lottery  Publication  Company
(LPC) which publishes  Lottery Insider  Magazine.  Lottery Insider magazine is a
monthly  digest  of  player  strategies,  human-interest  stories  and  tips and
statistics of interest to all lottery  players.  A syndicated  and award winning
editorial team head the groundbreaking publication.

     LPC generated revenues of $2,650 for the year ended June 30, 1998.

Ark-Tel, Inc.

         On May 15, 1998, and effective March 1, 1998, the Company,  through its
newly formed wholly owned subsidiary,  Academy Network  Services,  Inc. ("ANS"),
acquired  certain  capital  leases  related to telephone  switching and platform
assets and office  equipment (the "Ark-Tel  Assets") of Ark-Tel,  Inc., a wholly
owned subsidiary of UNSI. Pursuant to the related Asset Purchase Agreement,  the
Company  acquired  assets with an estimated fair market value that  approximated
related lease obligations in exchange for the forgiveness of amounts owed to the
Company of approximately  $300,000.  The excess of the total  consideration paid
over the estimated fair value of net assets acquired  approximated  $300,000 and
was charged to expense  during the year ended June 30, 1998.  As a long distance
carrier,  ANS  provides  the  full  telecommunications,   customer  service  and
fulfillment  support  of the  HitLoTTo(R)  program  as  well  as  servicing  the
telecommunications   and  support   service   needs  of  the   Company's   other
subsidiaries.

     ANS generated revenues of $237,983 for the year ended June 30, 1998.

Premier Plus, Inc.

     On April 7, 1998 the Company  incorporated a new  wholly-owned  subsidiary,
Premier  Plus,  Inc.  (PPI),  as a network  marketing  company  which  sells and
distributes  the  Company's  various  telecommunication  products and  services,
including  custom  pre-paid  calling cards,  pre-paid  calling  cards,  One-Plus
residential and business long distance  services,  Lottery Insider  Magazine and
NPC's HitLoTTo(R) program. Premier Plus has exclusive marketing and distribution
rights with a number of leading sports and travel  services  providers.  Premier
Plus, Inc. operates through  approximately 200 independent sales representatives
nationwide  who  are  centrally  managed  by  the  Company's  operations  in San
Francisco, California

     PPI generated revenues of $341,571 for the year ended June 30, 1998.

Other Business History

         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 NuOasis  Resorts in exchange for the  Registrant  issuing to NuOasis
Resorts 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 NuOasis Resorts.

     At the Closing, the Registrant issued to NuOasis Resorts,  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  "NuOasis  Resorts  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  NuOasis  Resorts  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.

     In June 1997, the Company sold CMA back to NuOasis Resorts.

     As a result of the 1994 Stock Purchase  Agreement with NuOasis  Resorts,  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, NuOasis Resorts 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 NuOasis Resorts, a publicly-held company whose
shares are traded on NASD-OTC Bulletin Board.

Historical Operating Subsidiaries
      (1)Casino Management of America, Inc.

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

     (2) 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 NuOasis Resorts in June 1997.

Change In Fiscal Year

     During Fiscal 1996,  the  Registrant  elected to change its fiscal year end
from September 30 to June 30 to coincide with NuOasis  Resorts'  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) Lottery Publication Corporation

         LPC leases  office space in Naples,  Florida.  The Naples lease expires
         April 1999

     (3) Academy Network Services, Inc.

         ANC leases  office  space in  Springdale,  Arkansas,  and Little  Rock,
         Arkansas. Both leases expire in March 2001.

ITEM 3.  LEGAL PROCEEDINGS

     On  December  12,  1997,  the Company  received a lawsuit  filed by John D.
Desbrow,  former  Officer and  Director,  against the Company for past  services
allegedly  due in the amount of  approximately  $13,000.  This  lawsuit has been
settled with Mr. Desbrow for $7,500. Group V is seeking  reimbursement from Nona
in the amount of $7,500.

     On August  28,  1998,  the  Company  received a lawsuit  filed by  Worldcom
Network Services,  Inc. to recover the sum of $2,208,362 allegedly due and owing
as a result of a debt that the Company  allegedly  guaranteed on behalf of UNSI.
The Company denies liability on the guarantee.  A settlement conference has been
set for May 21, 1999.

     On October 2, 1998 NPC received a Complaint (Pickett Communications Inc. v.
National Pools  Corporation) in San Francisco  Superior Court,  Case No. 998281,
seeking  unspecified  monetary  damages and  challenging  NPC's right to use the
HitLoTTo(R)  logo. The Company was not served with this complaint until November
25, 1998. The Company filed an Answer to the Complaint on April 1, 1999.

     On November 10, 1998,  the Company  filed legal action  (Group V v. NuOasis
Resorts, Inc; Nona Morelli's II, Inc.; NuOasis  International,  Inc.; Fred Luke,
Jr.; Rocci Howe; Steven H. Dong; John D. Desbrow;  Archer & Weed;  Richard Weed)
in San Francisco  Superior  Court,  Case No. 999131.  The suit alleges fraud and
misrepresentation  in the sale of securities,  which were not qualified for sale
and professional  malpractice against legal counsel  representing the Defendants
in this  transaction.  All counsel have stipulated to a change in venue from San
Francisco to Orange County  Superior  Court.  As of this date, the San Francisco
Court has transferred the file to the Orange County Court.  However,  the Orange
County Court has not assigned a case number to the file as of yet.

     On January 6, 1999,  the Company filed a lawsuit  (Group V  Corporation  v.
Dennis Houston) in San Francisco Superior Court, Case No. 300348. This Complaint
alleges Breach of Fiduciary Duty by Mr. Houston for failing to disclose material
facts in the  Ark-Tel  Asset  Purchase  Agreement  which  have  resulted  in the
Company's being sued by Worldcom Network Services (see above).

     On February 19, 1999 the Company received a lawsuit filed  (Accountemps and
RHI Management Resources, Divisions of Robert Half International,  Inc. v. Group
V Corporation) in San Francisco Superior Court, Case No. 301366.  This Complaint
was filed for Breach of Contract to recover  approximately $26,000 allegedly due
and owing for temporary  employment  services.  The Company denies liability for
the amount claimed.

     On July 26,  1999,  the Company  filed a lawsuit  (Group V  Corporation  v.
Network Long Distance,  Inc.)in the District  Court,  City and County of Denver,
Case No. 97 CV 4131,  Division 7. The complaint  was filed against  Network Long
Distance,  Inc. and their  transfer  agent to compel them to release the Network
Long Distance  shares  received in the NuOasis  Exchange  Agreement.  A five-day
trial has been set to commence on September 13, 1999 in Denver, Colorado.

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

     None.

                           PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The  Registrant's  common  stock is listed on the NASD-OTC  Bulletin  Board
where they currently trade 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 1996:

                                 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

                                 Bid Price of Common Stock
     Fiscal 1998                    Low      High

     Quarter ended 09/30/97         $.20     $.22
     Quarter ended 12/31/97         $.14     $.16
     Quarter ended 03/31/98         $.13     $.16
     Quarter ended 06/30/98         $.09     $.11

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

     As of June 30, 1998, the Registrant had 3,297 shareholders of record and in
excess of 2,000 persons who were beneficial shareholders of its common stock.

     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 OR PLAN OF OPERATION

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  $62,408 and $677,525 as of June 30, 1998 and
1997,  respectively,  and working capital of  $(2,523,352)  and $1,926,180 as of
June 30, 1998 and 1997, respectively.

     Prior to the  acquisition of NPC and sale of CMA, the  Registrant  received
financial  support from NuOasis Resorts,  and was dependent upon NuOasis Resorts
for future working  capital.  NuOasis Resorts is no longer a controlling  parent
and will no longer fund the Registrant. The Registrant's plan of operation is to
actively  search for  additional  sources of equity  financing and new operating
opportunities. Subsequent to June 30, 1998, the Company raised gross proceeds of
$575,900 in a private  placement of 14,120,019  shares of its common  stock.  In
addition,  the Company expects that cash provided from operating activities will
increase  as the  products  sold by the  Company's  newly  formed  wholly  owned
subsidiaries gain market acceptance. The Company intends to operate with minimal
fixed  overhead  expenses  and to use its common  stock to satisfy it  financial
obligations  when possible.  Ultimately,  the Company's  continued  existence is
dependent upon the Company's successful development of NPC's HitLoTTo(R) product
and the  ability of ANS to  increase  revenues  and cash flow  through  Pre-paid
calling  card sales and One Plus long  distance  services to achieve  profitable
operations.  Management  expects the limited  resources  of the Company to cause
significant strain on the Company's financial, technical and other resources.

     The Registrant is also pursuing other joint venture,  merger or acquisition
opportunities that may provide additional capital resources during fiscal 1999.

Year 2000 Compliance

     The  Company  does not  believe  that the impact of the year 2000  computer
issue  will  have  a  significant  impact  on  its  consolidated  operations  or
consolidated financial position. Also, the Company does not believe that it will
be required to significantly modify its internal computer systems,  equipment or
products.   However,  if  internal  systems  do  not  correctly  recognize  date
information  when the year changes to 2000, there could be adverse impact on the
Company's  consolidated  operations.  There  can be no  assurance  that  another
entity's failure to ensure year 2000 capability would not have an adverse effect
on the Company.

     The  vendor  of  the   respective   systems   will  upgrade  and  test  all
telecommunications  systems  operated  by the  Company  by the end of the second
quarter CY1999. At which time, compliance  certificates from the vendors will be
on file at the Company's corporate offices.  However, the Company is contracting
with other telecommunications  carriers to run the Company's traffic using their
compliant   telecommunications  platforms  in  order  the  guarantee  year  2000
compliance by the end of the third quarter CY1999.

     All of the Company's  hardware and software will be year 2000  compliant by
the end of the third quarter 1999. These systems include all finance and general
business  computers,  network file servers and database  servers.  The Company's
information  technology  department  will  perform all  necessary  hardware  and
software upgrades and year 2000 tests.

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  a change  of  accountants  on July 3,  1997  from  Raimondo  Pettit &
Glassman to Haskell & White LLP.

     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, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

(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,  comprised of President,
Secretary and Chief Financial Officer.  The same person may hold any two or more
officer positions. The directors and officers during fiscal year 1998 and fiscal
year 1997 are as follows:

------------------------------------------------------------------------------
                  Position Held
     Name       with the RegistraAge    Dates of Service
------------------------------------------------------------------------------
Fred G. Luke    Chairman of      52 March 30, 1994 to August 8, 1997
                the Board and       
                President;          March 30, 1994 to November 25, 1996
                Chief Financial     March 30, 1994 to October 24, 1994         
                Officer             
------------------------------------------------------------------------------
John D. Desbrow Secretary        43 March 30, 1994 to July 20, 1994 and
                                    November 8, 1994 to May 9, 1997
                Director            March 30, 1994 to July 20, 1994
------------------------------------------------------------------------------
Steven H. Dong  Chief Financial  32 July 16, 1995 to Jan 8, 1998
                 Officer
------------------------------------------------------------------------------
Joseph          Director and     50 November 25, 1996 to Present
Monterosso      President           
                Chairman of         August 8, 1997 to Present
                the Board           
------------------------------------------------------------------------------
Royce Warren    Director         57 May 5, 1997 to August 8, 1997
------------------------------------------------------------------------------
Dennis Houston  Director         54 August 8, 1997 to Present
                Chief Operating     July 1, 1997 to June 29, 1998        
                Officer             
------------------------------------------------------------------------------
Paula Amanda    Director         47 May 5, 1997 to June 30, 1997
------------------------------------------------------------------------------
Leland Rees     Director         48 May 5, 1997 to December 10, 1998
------------------------------------------------------------------------------  
Russell F.      Director         43 September 23, 1998 to Present
McCann, Jr.                         
------------------------------------------------------------------------------
     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  are 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  do 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.

(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.

Current 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.

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 since July
1, 1997 and as a Director  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.  In August 1998,  Universal  Network Services filed for protection
under Chapter 11 of the U.S. Bankruptcy Code.

Russell F.  McCann,  Jr.:  Mr.  McCann is  President  and CEO of Actio  Software
Corporation.  Co-founded in 1996 by Mr. McCann,  Actio is a pioneer in providing
MSDS subscription  services and chemical  management  services via the Internet.
The company maintains a sophisticated MSDS database supporting a variety of MSDS
standards.  The database is the backbone of a chemical  management and reporting
system,  which is used to automatically comply with a wide range of local, state
and federal regulations.

Previous to Actio, Mr. McCann was Co-founder, President and CEO of Ares Software
Corporation. Ares invented and patented a parametric font technology that used a
single  font  outline  that could be  manipulated  into a wide range of typeface
designs.   This  compact  means  of  representing   typefaces   enabled  printer
manufacturers  to increase  the number of  typefaces  offered in their  printers
while simultaneously reducing memory requirements. Ares also had a wide range of
award  winning  Microsoft  Windows  and  Apple  Macintosh  shrink-wrap  software
products that were widely distributed  through mail order resellers and computer
retailers.  Ares Software Corporation was acquired by Adobe Systems Incorporated
in 1995.

Prior to Ares,  Mr. McCann was Vice President of Marketing and Sales for Emerald
City Software.  Emerald City Software  produced  software  development tools for
Apple Macintosh and NeXT computer platforms and developed  shrink-wrap  software
products designed to produce special typographic and 3 dimensional effects using
an Adobe PostScript printer.  Under Mr. McCann's marketing and sales leadership,
sales of Emerald City products increased 600% over a 1-year period. Emerald City
was acquired by Adobe Systems in March 1990.

Before  joining  Emerald  City  Software,  Mr.  McCann  was  Marketing  Manager,
International  Marketing  Manager and Manager of Product  Marketing for Letraset
Graphic Design  Software.  Letraset was a subsidiary of Esselte Business Systems
and produced a wide range of products for the graphics arts industry. Mr. McCann
was responsible for setting up all national and  international  distribution and
was  instrumental in developing the product  strategy  designed to move Letraset
from a traditional graphic arts products company to a producer of graphic design
software.

Preceding   Letraset  he  was  President  and  Co-founder  of  Boston   Software
Publishers. Boston Software Publishers developed the first commercially shipping
software product for the Apple Macintosh.  The software  product,  MacPublisher,
helped define the desktop publishing software category. Letraset acquired Boston
Software Publishers in 1986.

Mr. McCann's first position after completing graduate school in 1982 was at Omni
Communications.  Omni was a radio common carrier and cellular telephone licensee
in Massachusetts.  While at Omni, Mr. McCann founded the Voice Exchange, an Omni
subsidiary,  which was the first voice store and forward  service  bureau in the
northeast.  The Voice  Exchange used VMX voice  messaging  technology,  enabling
hundreds of sales and customer  service  professionals a means of  communicating
with their customers  throughout the country.  The Voice Exchange was profitable
within 8 months of establishment.

He has a Bachelor of Science with high honors in political science and economics
and an MBA in finance and marketing from Northeastern University and specialized
marketing studies from the Sloan School of Management at MIT.

Former Directors and Officers

Leland E. Rees: In his role as Chairman of National Pools Corporation's Advisory
Board,  Leland E. Rees brought 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
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.

Fred G. Luke: Mr. Luke was 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.

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.

Steven  H.  Dong:  Mr.  Dong  served  as  Chief  Financial  Officer  of the
Registrant,  since July 16, 1995  through  January  1998.  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.

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.

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.

 (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 June 30, 1997 through June 30,
1998,  all  Section  16(a)  filing  requirements  applicable  to  its  officers,
directors, and greater than ten-percent beneficial owners were complied with.

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.

                                      ------------------------------------------
                                           LONG        TERM        COMPENSATION
                    ------------------------------------------------------------
                    ANNUAL COMPENSATION    Awards               Payouts
--------------------------------------------------------------------------------
                                   Other   Restricted                   All
  Name and   Fiscal                Annual  Stock              LTIP     Other
 Principal   Year   Salary  Bonus  Comp    Awards   Options  Payout Compensation
  Position          ($)     ($)    ($)     ($)       (#)       ($)        ($)
--------------------------------------------------------------------------------

Joseph       1998   $175,000   -    -       -          -         -         -
Monterosso   1997   $ 77,083(1)-    -       -          -         -         -
President &  1996          -   -    -       -          -         -         -
Director            
(11-25-96
through
present)
--------------------------------------------------------------------------------
(1)Amounts incurred for fiscal year 1997 represent salary from December 24,1996,
   through June 30, 1997; NPC was acquired on December 24, 1996.

(b) Option and Long Term Compensation

     During fiscal year 1998 there were no options exercised.

 (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.

(d)  Employment, Consulting and Advisory Management Contracts

Current Officers and Directors

On  April  1,  1994,  NPC  entered  into an  employment  agreement  with  Joseph
Monterosso to serve as the Company'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(R) Club Card, payable in
cash or in  common  stock  of the  Company.  The  first  sale  of the  Company's
HitLoTTo(R) Club Card occurred in February 1998.

Effective  July 1, 1997, the Company  entered into an employment  agreement with
Dennis Houston to serve as the Company's Chief Operating Officer and a Director.
The agreement  compensated Mr. Houston at the rate of $100,000 per annum through
December 31, 1997,  and at 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.
The employment  agreement and the option to purchase the 5,250,000 common shares
were both terminated and revoked in June 1998 with Mr. Houston's departure.

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, 1997, 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
Company expensed $62,500 and $43,750, during Fiscal 1997, 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 during Fiscal 1997
and had no amounts  due to Mr.  Dong as of June 30,  1998.  Mr.  Dong's  renewed
consulting  agreement was  terminated  effective May 5, 1997.  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.  This  agreement  was  terminated  and the option to
purchase 800,000 shares was revoked with the departure of Mr. Dong on January 8,
1999.

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 an
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  during  Fiscal 1997,  and had no amounts due to
NuVen Advisors as of June 30, 1997. NuVen Advisors' agreement terminated,  as it
relates to Group V, was 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 during fiscal year 1997, 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.

ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth,  as of  December  31,  1998,  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 officers and directors as a group. Unless
otherwise indicated, each person has beneficial voting and investment power with
respect to the shares owned.


                        Shares of Common
                              Stock
                          Beneficially
                             Owned

Name and Addresses of    Number  Percentage
Beneficial Owners

Joseph Monterosso       1,434,654    2%
550 15th Street
San Francisco, CA 94103

Russell F. McCann, Jr.  7,089,347    7%
550 15th Street
San Francisco, CA
94103


All directors and       8,524,001    9%
executive officers as
a group


     The  following  table sets forth,  as of December  31,  1998,  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.


                                Shares of Series
                               B Preferred Stock
                               Beneficially Owned

    Name and Address of         Number  Percentage
    Beneficial Owner

    Burt Boeckmann                9,750       6.5%

    Dano Construction             9,508       9.0%

    Marcy McCann                 13,492       8.9%

    Kenneth Steiner               9,904       6.6%

    UNSI                         21,959      14.6%

    Joseph Monterosso            18,393      12.3%

                                    Shares of
                                 Preferred Stock
                               Beneficially Owned

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

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

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

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

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

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


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

a)    Acquisition of Ark-Tel, Inc. Capital Leases

         On May 15, 1998, and effective March 1, 1998, the Company,  through its
newly formed wholly owned subsidiary,  Academy Network  Services,  Inc. ("ANS"),
acquired  certain  capital  leases  related to telephone  switching and platform
assets and office  equipment (the "Ark-Tel  Assets") of Ark-Tel,  Inc., a wholly
owned subsidiary of UNSI. Pursuant to the related Asset Purchase Agreement,  the
Company  acquired  assets with an estimated fair market value that  approximated
related lease obligations in exchange for the forgiveness of amounts owed to the
Company of approximately  $300,000.  The excess of the total  consideration paid
over the estimated fair value of net assets acquired  approximated  $300,000 and
was charged to expense  during the year ended June 30, 1998.  As a long distance
carrier,  ANS  provides  the  full  telecommunications,   customer  service  and
fulfillment  support  of the  HitLoTTo(R)  program  as  well  as  servicing  the
telecommunications   and  support   service   needs  of  the   Company's   other
subsidiaries.

     ANS generated revenues of $237,983 for the year ended June 30, 1998.

b)    NuOasis Exchange Agreement

In October 1997,  the Company  entered into an Exchange  Agreement  with NuOasis
Resorts,  Inc. in which the Company exchanged  marketable  securities with a net
book value of $1,585,000 for $700,000 in cash, a $500,000 6% secured  promissory
note  receivable  and  3,600,000  shares of common  stock of  NuOasis.  Upon the
closing of this Exchange  Agreement,  the Company  received cash from NuOasis of
$441,801  and the  remaining  cash balance that was provided for in the Exchange
Agreement of $258,199 was applied against amounts Mr. Monterosso owed to NuOasis
pursuant to the Amended Option and the Warrant Note.  Furthermore,  the $500,000
6% secured  promissory  note  receivable  was also applied  against  amounts Mr.
Monterosso owed to NuOasis  pursuant to the Amended Option and the Warrant Note.
Subsequently Mr.  Monterosso has assigned all his rights to the Series D Warrant
and Option.

(c)   Due to Stockholders

     The Company's consolidated financial statements as of June 30, 1997 and for
the year then ended have been  restated to reflect a liability  that  existed to
certain  stockholders who contributed funds that permitted the Company to settle
certain NPC debts at  significant  discounts.  In December  1998,  the Company's
Board of Directors  approved the issuance of 23,642,606  shares of the Company's
common stock to these  stockholders.  The Company  recorded a related  liability
based on the estimated fair value of the shares issued in the amount of $354,639
as of June 30, 1997.

d)   Issuance of Options and Warrant Purchase Agreement

     On June 13, 1996,  NuOasis  Resorts,  Inc.  ("NuOasis  Resorts"),  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 NuOasis  Resorts.
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 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 part of this acquisition,
NuOasis  Resorts 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 NuOasis Resorts.  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  NuOasis  Resorts  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,
Inc.,  to NuOasis  Resorts  for cash of  $1,140,000,  notes  receivable  for NPC
aggregating  $245,836  and a credit  against  the NuOasis  Resorts  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
Preferred  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  Preferred  shares  was  terminated.
Concurrently,  NuOasis Resorts  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,  NuOasis  Resorts
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 30, 1997, Mr.  Monterosso
exercised the Amended Option to purchase  21,959 Series B Shares,  at $72.20 per
share, by payment to NuOasis  Resorts 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  NuOasis Resorts from liability,  if any, arising from
any  events  while  NuOasis  Resorts   controlled   Group  V,  in  exchange  for
approximately $1,585,000 of marketable securities.

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

e)   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.  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 during fiscal year 1997
and had no amounts due to SAI as of June 30, 1997.
SAI's agreement was terminated effective May 5,1997.

     The Company also has certain  arrangements with current and former officers
and directors that are described in Item 10 (d).


<PAGE>


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

     [Ensure headings on consecutive  pages  after  financial  information  is
               entered]
     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)

     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 February 4, 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)

     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)

     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 Nu Oasis and NPC

     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 H. Dong

     10.41  Ark-Tel Asset Purchase Agreement

     10.42  NuOasis Exchange Agreement

     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.

(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.

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

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

     (6) 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.



<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.

                               GROUP V CORPORATION
                         (formerly NuOasis Gaming, Inc.)

Date: April 16, 1999               By:
                                       Joseph Monterosso, President and Director

Date: April 16, 1999               By:
                                       Joseph Monterosso, President and Director

Date: April 16, 1999               By:
                                               Russell F. McCann, Jr.,  Director



     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: April 16, 1999               By:
                                       Joseph Monterosso, President and Director

Date: April 16, 1999               By:
                                       Joseph Monterosso, President and Director

Date: April 16, 1999               By:
                                               Russell F. McCann, Jr.,  Director


<PAGE>


                               GROUP V CORPORATION
                         (Formerly NuOasis Gaming, Inc.)


                                   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.

                               GROUP V CORPORATION
                         (formerly NuOasis Gaming, Inc.)

Date: April 16, 1999               By: /s/Joseph Monterosso
                                      ------------------------------------------
                                       Joseph Monterosso, President and Director

Date: April 16, 1999               By: /s/Joseph Monterosso
                                      ------------------------------------------
                                       Joseph Monterosso, President and Director


Date: April 16, 1999               By: /s/Russell F. McCann, Jr.
                                      ------------------------------------------
                                                    Russell F. McCann,  Director



     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: April 16, 1999               By: /s/Joseph Monterosso
                                      ------------------------------------------
                                       Joseph Monterosso, President and Director

Date: April 16, 1999               By: /s/Joseph Monterosso
                                      ------------------------------------------
                                       Joseph Monterosso, President and Director


Date: April 16, 1999               By: /s/Russell F. McCann, Jr.
                                      ------------------------------------------
                                                    Russell F. McCann,  Director




<PAGE>


                                Table of Contents

                                                                            Page

Independent Auditors' Report                                                 F-2

                              Financial Statements

Consolidated Balance Sheet                                                   F-3
Consolidated Statements of Operations                                        F-5
Consolidated Statements of Stockholders' (Deficit) Equity                    F-6
Consolidated Statements of Cash Flows                                        F-7
Notes to Consolidated Financial Statements                                   F-9

<PAGE>

                                       F-2

                          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,  1998,  and the  related  consolidated  statements  of  operations,
stockholders'  (deficit) equity and cash flows for the years ended June 30, 1998
and 1997 (restated).  These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

As discussed in Note 10, the Company has  restated  its  previously  issued 1997
consolidated financial statements.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company as of June 30, 1998, and the consolidated  results of its operations and
its cash  flows  for the  years  ended  June 30,  1998 and 1997  (restated),  in
conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 1 and
Note 9 to the  consolidated  financial  statements,  the  Company  has  suffered
recurring  losses from  operations,  has net working  capital and  stockholders'
equity  deficiencies  and is involved in significant  litigation.  These matters
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 1. The  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.

                                HASKELL & WHITE LLP

March 11, 1999

Newport Beach, California



<PAGE>


                               GROUP V CORPORATION
                         (Formerly NuOasis Gaming, Inc.)

                           Consolidated Balance Sheet
                                  June 30, 1998

                                     Assets

Current assets

   Cash                                             $62,408
   Marketable securities (Notes 1 and 2)            189,741
   Accounts receivable                               10,086
   Inventories                                       41,368
   Prepaid expenses and other assets                 15,918
                                                  ---------
Total current assets                                319,521


   Equipment and furniture, net (Note 4)            740,776

Other assets                                          7,200

    Total assets                                  $1,067,497



<PAGE>


                     Consolidated Balance Sheet (continued)
                                  June 30, 1998

                 Liabilities and Stockholders' (Deficit) Equity

Current liabilities
Accounts payable..................................$  780,533
Accrued expenses and accrued interest.............   386,446
Convertible notes payable (Note 5)................ 1,200,000
Due to stockholders (Note 10).....................   354,639
Capital lease obligations, current (Notes 3 and 9)   114,188
Deferred revenue..................................     7,068

Total current liabilities                          2,842,874

Noncurrent liabilities
Capital lease obligations, 
     noncurrent (Notes 3 and 9)                       597,208
                                                 ------------

    Total liabilities                               3,440,082

Commitments and contingencies (Notes 6 and 9)

Stockholders' (deficit) equity (Notes 6, 10 and 11) 
  Preferred stock - par value $.01; authorized 
     1,000,000 shares;14% cumulative convertible;
     issued and outstanding 170,000 shares (aggregate
     liquidation of $170,000)                           1,700
  Preferred Stock Series B - par value $2.00;
      authorized, issued and outstanding 
     150,000 shares (aggregate liquidation
         of $300,000)                                 300,000


Common stock - par value $.01; authorized 
     333,000,000 shares; 49,834,880 shares
     issued and outstanding                            498,348
     Additional paid-in capital                     16,635,791
     Stockholders'  receivables                       (515,967) 
     Unrealized loss on marketable securities         (214,869)
Accumulated deficit                                (19,077,588)

       Total stockholders'(deficit)equity           (2,372,585)

       Total liabilities and stockholders'
        (deficit) equity                            $1,067,497
                                                    ==========



<PAGE>


                      Consolidated Statements of Operations
                   For the Years Ended June 30, 1998 and 1997

                                             For the Year Ended June 30,  
                                                                   1997
                                                              (Restated)
                                                 1998           Note 10)

Revenues                                     $552,472         $       -
                                             --------            ------

Cost and expenses
    Sales, general and administrative        1,796,295           490,451
    Professional services                      569,860           287,284
    Depreciation and amortization               71,891            34,226
    Interest expense, net                      125,119           137,089
    Write off of excess purchase price over 
    basis of net assets acquired (Note 3)      316,497         3,318,107
    Provision for affiliate receivables        770,839                 -
          (Note 2)                             -------             -----

    Total costs and expenses                 3,650,501         4,267,157
                                         -------------     -------------

Net loss from continuing operations         (3,098,029)       (4,267,157)
                                        --------------   ---------------

Net loss from discontinued operations               -           (219,497)
     (Notes 1 and 2)                    --------------   ---------------

Extraordinary item:
  Debt forgiveness (Note 10)                        -          1,013,815
                                        --------------   ---------------

Provision for income taxes                       6,891                 -
                                               -------         ---------


Net loss                                $   (3,104,920)   $   (3,472,839)
                                         ==============    ==============

Net loss applicable to common stock     $   (3,128,720)   $    (3,496,639)
                                         ==============    =============== 

Basic and diluted net(loss)per common share   $   (.06)         $   (.09)
                                               ========          ========

Weighted average common shares outstanding   49,889,880        40,059,880
                                             ==========    ===============




<PAGE>



<TABLE>
            Consolidated Statements of Stockholders' (Deficit) Equity
                   For the Years Ended June 30, 1998 and 1997
                                                                

                                                                                    Unrealized                               Stock-
                                  Preferred Stock                                   Loss on    Addi'l                       holders 
                Preferred Stock      Series B      Common Stock       Stockholder  Marketable  Paid-In      Accum          (Deficit)
                Shares  Amount  Shares  Amount   Shares      Amount    Receivable  Securities  Capital      Deficit          Equity 
----------------------------------------------------------------------------------------------------------------------------------- 
<S>             <C>     <C>     <C>     <C>      <C>        <C>       <C>          <C>        <C>         <C>             <C>       
Bal,7/1/96      170,000 $1,700  250,000 $500,000 30,000,000 $300,0000 $(1,447,080) $        - $12,376,190 $(12,299,829)   $(769,019)
Exercise of stock                                                     
 options                                          5,433,676    54,336    (584,167)                597,704                    67,873
Issuance stock                                    3,626,204    36,262                             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                                1,000,000    10,000                             115,000                   125,000
Issuance of                                                            
release to
stockholder                                                                                     1,585,468                 1,585,468 
Net loss                                                                                                     (3,472,839) (3,472,839)
-----------------------------------------------------------------------------------------------------------------------------------
Bal,6/30/97
(Restated-       
   Note 10)    170,000  1,700  250,000   500,000 40,059,880   400,598   (584,167)              16,086,787   (15,972,668)    432.250 
 -----------------------------------------------------------------------------------------------------------------------------------
                    
Conversion of                  
Preferred Stock
 Series B                     (100,000) (200,000) 7,800,000    78,000                             122,000       
Common stock 
 issuance                                         1,975,000    19,750                             434,500                   434,250 
Reclassification                                          
 adjustment                                                                 8,000                  (7,496)                      504 
Payments on                                               
 stockholder
 receivables                                                               60,200                                            60,200
Unrealized loss                                                  
 on marketable                                                                
 securities                                                                          (214,869)                             (214,869)
Net loss                                                                                                     (3,104,920) (3,104,920)
 -----------------------------------------------------------------------------------------------------------------------------------
Bal,6/30/98   170,000 $1,700  150,000  $300,000  49,834,880 $498,348   $(515,967)  $(214,869)  16,635,791  $(19,077,588)$(2,372,585)
              =======  =====  =======   =======  ==========  =======    ========     =======   ==========   ===========   ==========
                     
</TABLE>






<PAGE>


                      Consolidated Statements of Cash Flows
                   For the Years Ended June 30, 1998 and 1997

                Increase (Decrease) in Cash and Cash Equivalents

                                             For the Year Ended June 30,
                                                                      1997
                                                                  (Restated)
                                                         1998      (Note 10)
Cash flows from operating activities:
Net loss                                          $(3,104,920) $ (3,472,839)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization                          71,891        32,350
Provision for affiliate receivables                   770,839             -
Stock issued in payment of services                    30,000       170,113
Write off of excess purchase price over
basis of net assets acquired                          316,497     3,318,107
Realized gain on marketable securities                (61,989)            -
Unrealized loss on marketable securities              214,869             -
Debt forgiveness                                            -    (1,013,815)
Loss from discontinued operations                           -       219,497
Increase (decrease) from changes in:
Marketable securities                                (404,610)            -
Accounts receivable and advances                       45,407      (371,992)
Inventories                                           (41,368)            -
Prepaid expenses and other assets                      69,082       (85,000)
Other assets                                           15,047        (4,133)
Accounts payable                                      368,287      (105,878)
Accrued expenses and accrued interest                  22,352        26,032
Due to stockholders                                         -       354,639
Deferred revenue and other liabilities                (10,935)            -
Net liabilities of discontinued operations                  -      (219,497)
Due to/from affiliate                                       -       607,869
                                                       -------      -------

Net cash used in operating activities              (1,699,551)     (544,547)
                                                    ----------     --------

Cash flows from investing activities:
Proceeds from sale of equity securities               662,289             -
Acquisition of equipment and furniture                (62,803)            -
Proceeds from sale of CMA                                   -     1,140,000
                                                       -------  -----------
Net cash provided by investing activities             599,486     1,140,000
                                                  ------------ ------------



<PAGE>


                Consolidated Statements of Cash Flows (continued)
                   For the Years Ended June 30, 1998 and 1997

                Increase (Decrease) in Cash and Cash Equivalents

                                              For the Year Ended June 30,
                                                                       1997
                                                                   Restated)
                                                        1998       (Note 10)

Cash flows from financing activities:
  Proceeds from loans                                      -         34,881
  Payments on stockholders'receivables                38,200        121,259
  Proceeds from issuance of equity securities        446,748         67,873
  Repayment of loans                                       -       (142,025)

    Net cash provided by financing activities        484,948         81,988
                                               -------------    -----------

Net (decrease) increase in cash                     (615,117)       677,441

Cash and cash equivalents, beginning of period       677,525             84
                                                   ---------         ------

Cash and cash equivalents, end of period          $   62,408   $    677,525
                                                  ==========   ============

Supplemental Disclosure of Cash Flow Information

Cash paid during the period for:
  Income taxes                                    $    6,891      $     800
                                                  ==========      =========
  Interest                                        $        -      $       -
                                                     =======         ======

Non-cash investing and financing activities:
  Acquisition of equipment and furniture and
   assumption of capital leases                   $  711,395     $         -
  Preferred Stock Series B converted to
   common stock                                   $  200,000     $   125,000
  Purchase of NPC for accrued liability           $        -     $ 1,585,468
  Purchase of NPC for notes payable               $        -     $   799,478
  Common Stock issued for stockholder receivables $        -     $   652,041


<PAGE>




1.          Summary of Significant Accounting Policies and Business Activities

     Description of Business

     Group V Corporation  (formerly,  NuOasis Gaming,  Inc.) (the "Company") was
     originally  incorporated  in the State of Delaware in 1987. The Company has
     historically  operated as a holding  company for leisure and  entertainment
     related  businesses.  During the year ended June 30, 1998 ("Fiscal  1998"),
     the Company,  through its wholly-owned  subsidiaries,  entered the one-plus
     and pre-paid  telecommunications  industry,  the network marketing industry
     and the lottery publications and lottery club play industries.


     Principles of Consolidation

     The accompanying  consolidated financial statements for the year ended June
     30,  1997  ("Fiscal  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 year ended June
     30,  1998,  include the  accounts of Group V, NPC,  Lottoworld  Publication
     Corporation,  from its  inception  on October  15,  1997,  Academy  Network
     Services,  Inc.,  from its  inception on May 15, 1998 (Note 3), and Premier
     Plus, Inc., from its inception on April 7, 1998.

     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.

     As discussed in Note 10, the Company has  restated  its  previously  issued
     1997 consolidated financial statements.



<PAGE>


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



     Going Concern



     The  accompanying  consolidated  financial  statements  have been  prepared
     assuming that the Company will continue as a going  concern.  However,  the
     Company has experienced  recurring net losses,  has net working capital and
     stockholders'   equity   deficiencies   and  is  involved  in   significant
     litigation.  These  matters  raise  substantial  doubt about the  Company's
     ability to continue as a going  concern.  Management's  plan is to actively
     search  for  additional  sources  of  equity  financing  and new  operating
     opportunities.  In addition,  management  expects that cash  provided  from
     operating activities will increase as products sold by the Company's wholly
     owned subsidiaries gain market  acceptance.  Management expects to continue
     to operate with  minimal  fixed  overhead  expenses and to use its stock to
     satisfy its financial  obligations.  The ultimate outcome of these plans is
     uncertain  and the  consolidated  financial  statements  do not include any
     adjustments that might result from the outcome of this uncertainty

     Discontinued Operation

     The sale of CMA in June 1997 was accounted for as a discontinued  operation
     and,  accordingly,  its operating  results were  segregated and reported as
     discontinued  operations in the  consolidated  statements of operations and
     cash flows for the year ended June 30, 1997 (Note 2). The  following  table
     summarizes  amounts  recorded as the net loss of discontinued  operation in
     the accompanying  consolidated  statements of operations for the year ended
     June 30, 1997:

     General and administrative expenses                     $     100 
     Professional services                                     219,397
----------------------------------------------------------------------
              Net loss of discontinued operation             $ 219,497

     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.



<PAGE>


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

     Cash Equivalents

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

     Marketable Securities

     As of June 30, 1998,  marketable  securities consist of 2,022,292 shares of
     common stock of NuOasis Resorts,  Inc., a stockholder (Note 2). The Company
     has  classified  these  equity   securities  as   available-for-sale   and,
     accordingly,  they are presented in the accompanying  consolidated  balance
     sheet at their estimated fair market value based on quoted market prices as
     of June 30, 1998.

     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, 1998 and  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,  which include
     accounts   receivable,   notes  payable,  and  capital  lease  obligations,
     approximated their carrying value as of June 30, 1998.

     Inventories

     Inventories  are  valued at the lower of cost or  market,  with cost  being
     determined on the average cost method.



<PAGE>


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

     Equipment and Furniture

     Equipment  and  furniture  are 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.

     During the year ended June 30, 1998, the Company  acquired  certain capital
     leases  relating to  telephone  switching  and  platform  assets and office
     equipment  (Note 3). Such assets have been recorded at their estimated fair
     market  value on the date of  acquisition  and are  depreciated  using  the
     straight-line  method over their  estimated  useful  lives which range from
     three to ten years.

     Income Taxes

     The Company uses 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  prescribed  by SFAS  No.  123 and will
     continue  to  follow  Accounting   Principles  Board  Opinion  No.  25  for
     measurement and  recognition of employee  stock-based  transactions.  There
     were no stock options granted to employees during Fiscal 1998 and 1997.

     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.





<PAGE>


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

     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 for each of
     Fiscal  1998 and Fiscal  1997) 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. A
     schedule of common shares reserved for issuance upon conversion, redemption
     or exercise of various equity securities is included in Note 6.

     Recent Accounting Developments

     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 standard is effective for fiscal years  beginning  after  December 15,
     1997 and the Company  expects to adopt the  provision of this  statement in
     the fiscal  year that begins July 1, 1998.  Had the  Company  adopted  this
     statement during Fiscal 1998, the unrealized loss on marketable  securities
     in the amount of $214,869  would have been  included as a component  of the
     Company's comprehensive loss for the year ended June 30, 1998.

     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  standard is effective  for fiscal years  beginning  after
     December 15, 1997 and the Company  expects to adopt the  provisions of this
     statement in the fiscal year that begins July 1, 1998.  Management does not
     expect this statement to  significantly  impact the Company's  consolidated
     financial statements.



<PAGE>


2.  Acquisition  of  National  Pools  Corporation  and  Change in Control of the
    Company

     On June 13, 1996, NuOasis Resorts, Inc (formerly,  Nona Morelli's II, Inc.)
     ("NuOasis") or ("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 NuOasis.  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 5). As part of this acquisition,  NuOasis
     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 NuOasis (Note 10). 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  NuOasis  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 NuOasis for cash of $1,140,000,  notes receivable from
     NPC  aggregating  $245,836,  and a credit against the NuOasis  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 and cash flows for the
     year ended June 30, 1997 (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 for the year ended June 30,
     1997.





<PAGE>


2.  Acquisition  of  National  Pools  Corporation  and  Change in Control of the
    Company (continued)

     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,  NuOasis 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,  NuOasis
     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 30, 1997, Mr.  Monterosso
     exercised the Amended Option to purchase 21,959 Series B Shares,  at $72.20
     per share, by payment to NuOasis 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  NuOasis from liability,  if any, arising
     from  any  events  while  NuOasis  controlled  Group  V,  in  exchange  for
     approximately  $1,585,000 of marketable securities.  Such consideration has
     been accounted for as a capital contribution in the accompanying statements
     of stockholders' equity for the year ended June 30, 1997.

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

     On September 2, 1997, NuOasis 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 (the "Warrant Note"). 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.





<PAGE>


2.  Acquisition  of  National  Pools  Corporation  and  Change in Control of the
    Company (continued)

     In October  1997,  the  Company  entered  into an Exchange  Agreement  with
     NuOasis in which the Company  exchanged  marketable  securities  with a net
     book value of  $1,585,000  for  $700,000  in cash,  a  $500,000  6% secured
     promissory note receivable and 3,600,000 shares of common stock of NuOasis.
     Upon the closing of the Exchange Agreement, the Company recovered cash from
     NuOasis of $441,801 and the remaining cash balance that was provided for in
     the  Exchange  Agreement  of  $258,199  was  applied  against  amounts  Mr.
     Monterosso owed to NuOasis pursuant to the Amended Option and Warrant Note.
     In addition,  the $500,000 6% secured  promissory  note  receivable was not
     ultimately  received by the Company as such amount was also applied against
     amounts Mr.  Monterosso owed to NuOasis pursuant to the amended options and
     the Warrant Note.

     As a result of these transactions, the Company has recorded a provision for
     affiliate  receivable in the amount of $758,199  during the year ended June
     30, 1998.

     In  November  1998,  the  Company  filed suit  against  NuOasis  and others
     alleging  fraud  and   misrepresentation   in  connection  with  the  above
     transactions (Note 9).

     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 no longer a controlled
     subsidiary of NuOasis.

     Basis of Presentation of Acquisition

     The acquisition of NPC presents Group V as the accounting  acquirer.  Since
     conversion of the Notes (see Note 5) is based upon future  earnings of NPC,
     which is ultimately  based upon the success of the Hit-LoTTo  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 acquirer.





<PAGE>


2.  Acquisition  of  National  Pools  Corporation  and  Change in Control of the
    Company (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.

   (b) Total  consideration  consists of convertible notes payable of $1,200,000
       (Note 5) and common stock aggregating $125,000 based on the fair value of
       the Company's common stock on the close date.

3.   Acquisition of Ark-Tel, Inc. Leases

     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").  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.  During  the
     quarter ended March 31, 1998, the Company  abandoned its acquisition of the
     Net Profits Interest in UNSI and recorded  $22,500 in related  professional
     services   expense.   UNSI  is  an  interexchange   carrier  that  provided
     telecommunications  services to both  residential  and  business  customers
     throughout the United States and certain foreign countries. In August 1998,
     UNSI filed for protection under Chapter 11 of the U.S. Bankruptcy Code.





<PAGE>


3.   Acquisition of Ark-Tel, Inc. Leases (continued)

     On May 15, 1998,  and  effective  March 1, 1998,  the Company  acquired the
     telephone  switching and platform  assets and office  equipment of Ark-Tel,
     Inc.,  a wholly owned  subsidiary  of UNSI.  Pursuant to the related  Asset
     Purchase  Agreement,  the Company  acquired  certain  capital and operating
     leases whose remaining  outstanding  principle  balances  approximated  the
     estimated  fair value of the related  equipment.  In exchange,  the Company
     forgave approximately  $300,000 that was owed to the Company. The excess of
     the total  consideration  paid over the estimated  fair value of net assets
     acquired of  approximately  $300,000 was charged to expense during the year
     ended June 30, 1998.

4.    Equipment and Furniture

     Equipment  and  furniture,  net is comprised  of the  following at June 30,
     1998:

         Telecommunications equipment                          $        711,396
         Office equipment, furniture and fixtures                        94,080
                                                                        805,476
 
         Less accumulated depreciation                                  (64,700)

                                                               $        740,776
                                                              =================

     As of June 30, 1998,  the Company has  telecommunications  equipment  under
capital leases that a ggregated $711,396 and related accumulated depreciation of
$32,416 (Note 3).

5.   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,  with related  interest,
     on May 31, 1999.





<PAGE>


6.   Stockholders' (Deficit) Equity

Common Shares Reserved for Issuance

     At June 30, 1998, 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             11,700,000

     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 (Note 5)                      214,900,000

            Total                                                248,537,500

     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'   (deficit)  equity  section  of  the  accompanying
     consolidated balance sheet.





<PAGE>


6.   Stockholders' (Deficit) Equity (continued)

     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.

     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  1998 and 1997.  Dividends  in
     arrears aggregated $182,025 at June 30, 1998.

     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 liquidation,  if any, is 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
     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.



<PAGE>


6.   Stockholders' (Deficit) Equity (continued)

     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).

     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.



<PAGE>


6.   Stockholders' (Deficit) Equity (continued)

     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.
     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



<PAGE>


6.   Stockholders' (Deficit) Equity (continued)

     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 1998 or
     1997.  During  Fiscal  1997,  150,000  options  expired and were  canceled.
     600,000 options remain available for grant as of June 30, 1998.

     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 1998 or 1997.  During Fiscal 1997,  50,000  options  expired and were
     canceled. 500,000 options remain available for grant as of June 30, 1998.



<PAGE>


6.   Stockholders' (Deficit) Equity (continued)

     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 1998 or 1997.
     During Fiscal 1997,  200,000  options  expired and were  canceled.  500,000
     options remain available for grant as of June 30, 1998.

     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>


6.   Stockholders' (Deficit) Equity (continued)

     Other Stock Options

     A summary of other stock option transactions for Fiscal 1998 and 1997 is as
     follows:

                                                     Year Ended      Year Ended
                                                  June 30, 1998    une 30, 1997

         Outstanding at beginning of year              847,500        6,281,176
         Granted                                             -                - 
         Exercised                                           -       (5,433,676)
         Cancelled                                           -                -
         Issued                                              -                -
                                                     ---------        ---------

        Outstanding at end of year                     847,500          847,500

     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 were  originally due in May 1998 and
     earn interest at 10% per annum.

     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>




7.          Related Party Employment and Consulting Agreements

     Officers and Directors

     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(R) Club Card,  payable
     in cash or in  common  stock of the  Company.  The  Company  sold its first
     HitLoTTo(R) Club Card in February 1998.

     Effective  July 1, 1997, the Company  entered into an employment  agreement
     with Dennis Houston to serve as the Company's Chief Operating Officer and a
     Director.  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. This agreement,  and related stock options, was terminated in June
     1998.

     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 during Fiscal 1997, and had no amounts due to
     Mr. Dong as of June 30, 1998. 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.  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.  This agreement,
     and related stock options, was terminated in January 1998.



<PAGE>




7.   Related Party Employment and Consulting Agreements (continued)

     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 30, 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  during  Fiscal  1997,  and had no
     amounts  due to Mr.  Luke  as of  June  30,  1998.  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
     during  Fiscal 1997,  and had no amounts due to Mr.  Desbrow as of June 30,
     1998. Mr. Desbrow's renewed  consulting  agreement was terminated on May 5,
     1997.

     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 in fiscal
     1997.  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  during
     fiscal 1997,  and had no amounts due to NuVen Advisors as of June 30, 1998.
     NuVen Advisors' agreements were terminated effective May 5, 1997.



<PAGE>


7.   Related Party Employment and Consulting Agreements (continued)

     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  during fiscal years 1997, and had no amounts due to SAI
     as of June 30, 1998. SAI's agreement was terminated effective May 5, 1997.

8.   Income Taxes

The income  tax  effects of  significant  items  comprising  the  Company's  net
deferred  income tax assets and  liabilities as of June 30, 1998 and 1997 are as
follows:

                                         1998          1997

     Accrued expenses               $       -     $ 185,000
     Valuation allowance                    -      (185,000)
                                    ---------     ---------

         Current portion of deferred tax
         liabilities                $       -     $       -
                                    =========     =========





<PAGE>


8.   Income Taxes (continued)

                                                  1998           1997

     Depreciation and amortization       $            -        (3,000)
     Net operating loss carryforwards         4,632,000     3,470,000
     Valuation allowance                     (4,632,000)   (3,467,500)
                                             ----------    ----------

         Long-term portion of deferred
         tax liabilities                 $            -     $       -
                                              =========     =========

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

                                                       1998         1997

     Federal statutory income tax (benefit)rate        (34.0)%     (34.0)%  
       Increases(decreases) resulting from:
       Write off of excess purchase price over
       basis of net assets acquired                      9.2        36.1
       Net change in valuation allowance                24.8        (2.1)
       Effective income benefit rate                       -%          -%

     The  Company  has  federal  and  state  net  operating   losses   ("NOL's")
     approximating  $12,747,600  and  $7,384,400,  respectively,  as of June 30,
     1998. 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 1999. In addition, utilization
     of the NOL's may be limited on Section 382 of the Internal Revenue Code due
     to additional ownership changes.

     At June 30, 1998 and 1997, 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.





<PAGE>


9.   Commitments and Contingencies

     Legal Proceedings

     On August  28,  1998,  the  Company  received a lawsuit  filed by  Worldcom
     Network Services,  Inc. to recover the sum of $2,208,362 allegedly due as a
     result  of debt that the  Company  allegedly  guaranteed  on behalf of UNSI
     (Note 3). The Company  denies  liability  on the  guarantee.  A  settlement
     conference  has  been  set for  May  21,  1999  and  discovery  has not yet
     commenced.

     On November 25, 1998, NPC received a complaint seeking unspecified monetary
     damages  and  challenging  NPC's  right to use the  HitLoTTo(R)  logo.  The
     Company  filed an answer to this  complaint on April 1, 1999 and  discovery
     has not yet commenced.

     On  February  19,  1999,  the Company  received a  complaint  for Breach of
     Contract  to recover  approximately  $26,000  allegedly  due for  temporary
     employment  services.  The Company denies  liability for the amount claimed
     and intends to defend itself vigorously. Discovery has not yet commenced on
     this matter.

     On November 10, 1998,  the Company  filed a legal action  against  NuOasis,
     certain of its officers and others (the  "Defendants")  alleging  fraud and
     misrepresentation  in the sale of  securities  which were not qualified for
     sale and professional  malpractice  against legal counsel  representing the
     Defendants in this transaction.  The venue for this litigation is currently
     in the  process of being  transferred  from San  Francisco  to Los  Angeles
     Superior Court.

     On January 6, 1999,  the Company filed a lawsuit  against a former  officer
     and  director  of the Company and  officer  and  stockholder  of UNSI.  The
     lawsuit  alleges Breach of Fiduciary Duty for failing to disclose  material
     facts in connection with the Artk-Tel,  Inc. Asset Purchase Agreement (Note
     3) which management  believes to have resulted in the Company being sued by
     Worldcom Network Services (see above).







<PAGE>


9.   Commitments and Contingencies (continued)

     Although  there can be no assurance as to the ultimate  disposition  of the
     proceedings  disclosed  above,  based  on the  facts  currently  available,
     management believes that the ultimate disposition of the above matters will
     not  have  a  materially  adverse  effect  on the  consolidation  financial
     position or operations of the Company. Accordingly, no accrual or provision
     have  been  provided  for  in  the  accompanying   consolidated   financial
     statements.

     Capital and Operating Leases

     The  Company  sublets  office  space in San  Francisco,  California  from a
     stockholder.  The related lease expires June 2002.  The Company also leases
     office space in Naples,  Florida  through April 1999 and in Springdale  and
     Little Rock, Arkansas through March 2001. In addition, the Company acquired
     certain  operating and capital leases from Ark-Tel,  Inc. (Note 3). Minimum
     annual payments related to all  noncancelable  operating and capital leases
     are as follows for the years ending June 30:

                                     Operating        Capital

              1999                  $ 254,134     $ 201,511    
              2000                    304,644       201,511  
              2001                    210,609       201,511 
              2002                    187,512       201,511  
              2003                    146,144       184,718
                                    ---------     ---------

              Total                 $1,103,043      990,762
                                    ==========

              Less amounts representing interest                    (279,366)

              Capital lease obligations, current                    (114,188)

              Capital lease obligations, noncurrent              $   597,208
                                                                 ===========

     Rent expense  aggregated $61,877 and $22,811 in fiscal years 1998 and 1997,
respectively.





<PAGE>


9.   Commitments and Contingencies (continued)

     Year 2000

     The  Company  does not  believe  that the impact of the year 2000  computer
     issue will have a  significant  impact on its  consolidated  operations  or
     consolidated financial position. Also, the Company does not believe that it
     will be required to  significantly  modify its internal  computer  systems,
     equipment  or  products.  However,  if  internal  systems do not  correctly
     recognize date  information  when the year changes to 2000,  there could be
     adverse impact on the Company's  consolidated  operations.  There can be no
     assurance  that  another  entity's  failure to ensure year 2000  capability
     would not have an adverse effect on the Company.

     Vendors  of  significant  systems  are  expected  to  upgrade  and test all
     telecommunications systems operated by the Company by the end of the second
     quarter of calendar year 1999.  Upon  completion,  compliance  certificates
     from respective vendors will be on file at the Company's corporate offices.
     In  addition,  the  Company is  contracting  with other  telecommunications
     carriers   to   run   the   Company's   traffic   using   their   compliant
     telecommunications  platforms in order to guarantee year 2000 compliance by
     the end of the third quarter of calendar year 1999.

     Management  expects all of the  Company's  hardware and software to be year
     2000 compliant by the end of the third quarter of calendar year 1999. These
     systems include all finance and general  business  computers,  network file
     servers,  and  database  servers.  The  Company's  information   technology
     department  will perform all necessary  hardware and software  upgrades and
     year 2000 tests.

10.   Extraordinary Item and Prior Period Adjustment

     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.  Related debt
     forgiveness   income  of   $1,368,454   was   originally   recorded  as  an
     extraordinary gain in the accompanying consolidated statement of operations
     for the year ended June 30, 1997. The  extraordinary  item is not presented
     net of tax due to the Company's net losses and existing net operating  loss
     carryforwards.





<PAGE>


11.   Extraordinary Item and Prior Period Adjustment (continued)

     The Company's consolidated financial statements as of June 30, 1997 and for
     the year then ended have been restated to reflect a liability  that existed
     to certain stockholders who contributed funds that permitted the Company to
     settle the NPC debts  described in the  proceeding  paragraph.  The related
     liability to these  stockholders  amounted to $354,639 at June 30, 1997 and
     is based on the estimated fair value of 23,642,000  shares of the Company's
     common  stock that the Board of  Directors  approved  for issuance to these
     stockholders on December 28, 1998.



     The effect of this  restatement  is as follows as of June 30,  1997 and for
the year then ended:



                                             As Previously
                                              Reported           As Restated

     Balance sheet:
     Due to stockholders                  $          -        $      354,639   
     Accumulated deficit                   (15,618,028)          (15,972,667)

     Statement of Operations:
       Extraordinary item-debtforgiveness $  1,368,454        $    1,013,815

     Additionally,  the Statement of Stockholders'  (Deficit) Equity reflects an
     increase in the  Company's  accumulated  deficit of $354,639 as of June 30,
     1997.

10.   Subsequent Events:

     In March 1999,  the Company  raised gross proceeds of $575,900 in a private
     placement of 14,120,019 shares of its common stock.

     In July 1998,  the  Company's  Board of Directors  approved the granting of
     350,000  common stock options to various  consultants  to the Company.  The
     stock options have exercise prices of $.22 per share.



<PAGE>


                               GROUP V CORPORATION

                                  Exhibit 24.1

                            SCHEDULE OF SUBSIDIARIES

This  schedule  contains  a  list  of  all  subsidiaries,  the  state  or  other
jurisdiction of incorporation or organization of each, and the names under which
each subsidiaries do business.


Subsidiary:       National Pools Corporation
State of Incorporation:                            Delaware

Subsidiary:       Academy Network Services
State of Incorporation:                            Delaware

Subsidiary:       Premier Plus, Inc.
State of Incorporation:                            Delaware

Subsidiary:       Lottery Publications Corporation
State of Incorporation:                            Delaware