SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For The Quarter Ended December 31, 1999               Commission File No.0-18224

                TotalAxcess.com, Inc. (formerly, Group V Corp.)
                -----------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      95-4176781
          --------                                      ----------
(State or other jurisdiction of           (I.R.S.Employer Identification Number)
  incorporation or organization)

201 Clay Street, Oakland, California                                    94103
------------------------------------                                    -----
(Address of principal executive offices)                             (Zip Code)

                                 (510) 286-8700
                                 --------------
              (Registrant's telephone number, including area code)


              N/A                                                N/A
              ---                                                ---
(Former Address, if changed                         (Former Zip Code, if changed
 since last report)                                     since last report)
                                       N/A
                                      ---
             (Former telephone number, if changed since last report)

     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 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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

        Indicate  the  number  of  shares  outstanding  of each of the  issuer's
          classes of capital stock, as of the latest practicable date.

Preferred Stock $.01 par value;170,000 shares outstanding as of December 31,1999

Preferred                       Stock  Series B $2.00 par value;  35,193  shares
                                outstanding as of December 31, 1999

      Common Stock $.01 par value; 10,646,213 shares as of December 31,1999



<PAGE>


                              TOTALAXCESS.COM, INC.
                         (formerly, GROUP V CORPORATION)
                                      INDEX


                                                                            PAGE
                                     PART I

Item 1. Financial Statements

         Consolidated Condensed Balance Sheet as of December 31,1999
            (unaudited)...................................................   1
         Consolidated Condensed Statements of Operations for the Three and
            Six Months Ended
            December 31, 1999 and 1998 (unaudited)........................   2
         Consolidated Condensed Statements of Cash Flows for the
            Six Months Ended December 31, 1999 and 1998 (unaudited).......   3
         Notes to Consolidated Condensed Financial Statements.............   4

Item 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations............................................   8

                                     PART II

Item 1. Legal Proceedings.................................................  10

Item 2. Changes in Securities.............................................  11

Item 3. Defaults Upon Senior Securities...................................  11

Item 4. Submission of Matters to a Vote of Security Holders...............  11

Item 5. Other Information.................................................  11

Item 6. Exhibits and Reports on Form 8-K..................................  12


Signatures................................................................  13


<PAGE>


                              TOTALAXCESS.COM, INC.
                         (formerly, GROUP V CORPORATION)

                      Consolidated Condensed Balance Sheet
                       As of December 31, 1999 (Unaudited)

                                                                    December 31,
                                                                            1999
                                                               (Restated-Note 2)
Current Assets:
      Cash and cash equivalents ..................................$   262,526
      Marketable securities ......................................     30,176
      Accounts receivable.........................................    396,624
      Inventories.................................................     31,740
      Prepaid expenses ...........................................     91,167
                                                                       ------
             Total Current Assets ............................        812,233
                                                                      -------
Fixed assets:
      Furniture and equipment ....................................    174,065
      Less accumulated depreciation ........................          (72,156)
                                                                      -------
       Total Fixed Assets, net ....................................   101,909
Other assets .....................................................      7,200
                                                                        -----

TOTAL ASSETS......................................................$   921,342
                                                                  ===========
Current Liabilities:
      Current portion of capital lease obligations ...............$    14,817
      Accounts payable............................................  1,771,428
      Accrued expenses............................................    813,761
      Notes payable...............................................  1,065,717
                                                                    ---------
             Total Current Liabilities ...........................  3,665,723

Commitments and Contingencies

Stockholders' Equity (Deficit):
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 35,193 shares (aggregate liquidation
 of $300,000)....................................................      70,386
Common stock - par value $.15; authorized 22,200,000 shares;
 10,646,213 shares issued and outstanding.........................  1,508,683
Additional paid-in capital........................................ 25,801,995
Common stock receivable............................................  (250,000)
Accumulated other comprehensive loss...............................  (100,145)
Accumulated deficit...............................................(29,777,000)
                                                                  -----------
 Total Stockholders' Equity (Deficit)...........................   (2,744,381)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)..............$   921,342

  See accompanying notes to these consolidated condensed financial statements.


<PAGE>


                              TOTALAXCESS.COM, INC.
                         (formerly, GROUP V CORPORATION)

                 Consolidated Condensed Statements of Operations
       For the Three and Six Month Period Ended December 31, 1999 and 1998
                                   (Unaudited)



                         Three Months Ended            Six Months Ended
                            December 31,                 December 31
                         1999         1998          1999           1998
                       (Restated-                 (Restated-
                        Note 2)                   Note 2)

Revenues               $(1,753,930)$  238,855   $  1,992,464   $   511,431

Costs and expenses:
Operating costs         (2,347,739)    88,543      3,259,597       375,568
General and
 administrative            489,914    370,062      1,077,371     1,045,122
Professional services      129,500     28,574        181,819       161,317
Depreciation and
 amortization                8,175     29,815         16,350        59,630
Interest expense, net      415,602     24,000        415,602        48,000
Stock based
 compensation            3,352,077          -      3,679,197             -

Total costs and
 expenses           $   (2,047,529) $ 540,994      $8,629,936  $ 1,689,637
Net (loss) before
 extraordinary
 items                 $(3,801,459) $(302,139)   $ (6,637,472) $(1,178,206)

Extraordinary items        769,394          -         769,394            -

Net (loss)             $(3,032,065)$ (302,139)   $(5,868,078) $ (1,178,206)
Net (loss) applicable
 to common stock       $(3,038,015)$ (308,089)   $(5,874,028) $ (1,184,156)
Basic and diluted net
(loss)per common share $     (0.34)$    (0.09)   $     (0.67) $      (0.35)
Weighted average common
shares outstanding       9,052,595  3,325,992      8,705,972     3,325,992








 See accompanying notes to these consolidated condensed financial statements.


<PAGE>


                              TOTALAXCESS.COM, INC.
                         (formerly, GROUP V CORPORATION)

                 Consolidated Condensed Statements of Cash Flows
      For the Six Month Period Ended December 31, 1999 and 1998 (Unaudited)




                                                          Six Months Ended
                                                            December 31,
                                                           1999        1998
                                                        (Restated-
                                                          Note 2)

Operating activities:
Net loss                                                $(5,868,078)$(511,431)
Adjustments to reconcile net loss to net cash
used by operating activities:
Stock based compensation                                3,679,197           -
Extraordinary items                                      (769,394)          -
Depreciation and amortization                              16,350      59,630
Increase (decrease) from changes in:
Marketable securities                                      39,301     117,639
Accounts receivable                                       134,420     (13,374)
Inventories                                               (31,979)     (3,272)
Prepaid expenses                                          (29,374)     (9,620)
Other assets                                                    -           -
Accounts payable and accrued expenses                     467,765     (60,821)
Net cash used by operating activities                   (2,361,792)  (421,249)
Investing activities:
Purchase of equipment                                     (36,960)   (104,943)
Net cash used by investing activities                     (36,960)   (104,943)
Financing activities:
Proceeds from issuance of stock                         2,088,327         449
Net cash provided by financing activities               2,088,327         449
Net (decrease) in cash                                   (310,425)   (525,743)
Cash and cash equivalents, beginning of period            572,951     533,538

Cash and cash equivalents, end of period                $ 262,526   $   7,795

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Income taxes                                            $       -   $       -
Interest                                                $       -   $       -

  See accompanying notes to these consolidated condensed financial statements.

<PAGE>


NOTE 1.  BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

     TotalAxcess.com,  Inc. (formerly,  Group V Corporation) (the "Company") was
originally incorporated in the State of Delaware in 1987 as NuOasis Gaming, Inc.
During the fiscal year ended June 30, 1997,  and through May 1999, the Company's
name was Group V  Corporation.  During the year ended June 30, 1998, the Company
entered the one-plus long distance and pre-paid  telecommunications  industry as
its main focus of operations.

Principles of Consolidation

     The accompanying  consolidated financial statements include the accounts of
TotalAxcess.com,  Inc., National Pools Corporation ("NPC"), Lottery Publications
Corporation, Academy Network Services, Inc., and Premier Plus, Inc., and
Signature Communications Network, Inc.

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

Basis of Presentation

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance  with generally  accepted  accounting  principles for the
interim financial information and the instructions to Form 10-QSB.  Accordingly,
they do not include all the  information  and  footnotes  required by  generally
accepted accounting principles for complete financial statements. In the opinion
of  management,   the  interim  financial  statements  include  all  adjustments
considered  necessary  for  a  fair  presentation  of  the  Company's  financial
position, results of operations and cash flows for the six months ended December
31, 1999. These  statements are not necessarily  indicative of the results to be
expected  for  the  full  fiscal  year.  These  statements  should  be  read  in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's  annual  report on Form 10-KSB for the fiscal year ended June 30, 1999
as filed with the U.S. Securities and Exchange Commission.

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>


NOTE 1.  BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

     The Company's  telecommunication  services provide personal  identification
numbers  ("PIN")  numbers for its customers,  who are primarily  distributors of
pre-paid phone cards. The PIN numbers are pre-numbered  code  combinations  that
are imprinted on these cards by the customers/distributors.  This allows for the
proper  routing and time  recording  of minutes used on the calling  cards.  The
Company  contracts  with a provider of switching  equipment  that  processes the
phone card calls when the end consumer  ultimately uses them or utilizes its own
switching  equipment in a similar manner.  When cards are ready for distribution
to end  consumers,  customers/distributors  authorize  the Company to activate a
specific  sequence of PIN's.  The Company then notifies its switching  equipment
contractor or switch room personnel to activate the related PIN's.

     The Company  recognizes revenue when the risks and rewards of the activated
PIN's are  transferred  to the  customer,  and when no right of  return  exists.
Typically, this occurs upon the first use of the related pre-paid card. However,
it may  occur  earlier  when the  Company  has a  contractual  right to bill the
customer  within sixty days after PIN activation  regardless of when the related
card is used.

Cash Equivalents

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

Fair Value of Marketable Securities

     As of December 31, 1999,  marketable equity  securities  consist of 650,292
shares of common stock of NuOasis Resorts, Inc., a stockholder.  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  December  31,  1999.
Additionally, unrealized gains and losses on these securities are presented as a
component  of  other   comprehensive  loss  in  the  accompanying   consolidated
statements of operations and comprehensive loss.

Equipment

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

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 taxable income for federal and state income tax reporting purposes.


<PAGE>


NOTE 1.  BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reverse Stock Split

     In February  2000,  the Company  effected a 1-for-15  reverse  split of its
common  stock.  Accordingly,  the  authorized  number of shares was reduced from
333,000,000 to 22,200,000. Related common stock share and per share amounts have
been  retroactively   adjusted  in  the  accompanying   consolidated   financial
statements for this reverse stock split.

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 the year ended June 30, 1999,  and during the six months ended
December 31, 1999.

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.

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 per annum) 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.

NOTE 2.  RESTATEMENT OF AMOUNTS PREVIOUSLY REPORTED

     During the  course of the audit of the  financial  statements  for the year
ended June 30, 2000, there were several  transactions  identified which required
adjustment  to  the  consolidated   financial   statements.   Certain  of  these
adjustments had a significant impact on previously  reported quarterly financial
statements.   Accordingly,   the  Company's  quarterly   consolidated  financial
statements have been restated. The significant impact of such adjustments on the
Company's consolidated financial statements as of December 31, 1999, and for the
six months then ended are summarized as follows:

      Reduction in accounts receivable and revenues        $4,725,548
      Reduction in accounts payable and accrued expenses    6,771,304
      Increase in interest expenses                           411,600
      Increase in stock based compensation                  3,352,077
      Increase in extraordinary gains                         769,394
      Increase in common stock and APIC                     5,328,663
      Increase in common stock receivable                     250,000
      Reduction in capital lease obligations                  655,768

NOTE 3.  SIGNIFICANT QUARTERLY TRANSACTIONS

Extraordinary Items

     During  the  year  ended  June 30,  1999,  management  determined  that the
telephone  switching and platform  assets  acquired from Ark-Tel,  Inc. were not
year 2000  compliant and that  significant  equipment  upgrades were required to
prepare the equipment to operate in the year 2000 and beyond.  As a result,  the
Company ceased payment of required rents,  which resulted in an event of default
per the related equipment lease terms.

     In  December  1999,  the lessor  repossessed  the related  assets,  and the
Company   recognized  an   extraordinary   gain  of  $769,394   related  to  the
extinguishment  of the debt  under the  capital  lease  agreement.  Such  amount
represented all amounts due to the related lessor on the date of repossession.

Transactions with the Chief Executive Officer and Chairman

     In December  1999,  the  Company's  Chief  Executive  Officer and  Chairman
converted  $383,463  of accrued  salary owed to him  pursuant to his  employment
agreement, and $76,837 of accrued expenses owed to his wife, into 666,667 shares
of the Company's  restricted  common stock. In connection with this  conversion,
the Company recognized  compensation expenses of $1,134,000.  Such expenses were
determined by  multiplying  the number of shares  issued to the Chief  Executive
Officer and Chairman by the closing price of the  Company's  common stock on the
date of conversion, less a 15% discount factor based on the restricted nature of
the shares issued.

     In December  1999,  the  Company's  Chief  Executive  Officer and  Chairman
deposited his personal  shares of the  Company's  common stock as security for a
service agreement with a vendor.  Additionally,  the Chief Executive Officer and
Chairman  executed a personal  guarantee of the Company's  obligations under the
related service  agreement.  As a result,  the Company's Chief Executive Officer
and Chairman  received 333,333 shares of the Company's  restricted common stock,
and the Company recognized  related  compensation  expenses of $1,100,000.  Such
expenses were determined by multiplying the number of shares issued to the Chief
Executive  Officer and  Chairman by the closing  price of the  Company's  common
stock on the date the issuance was approved by the Company's board of directors,
less a 15% discount factor based on the restricted nature of the shares issued.

Stock Transaction with Director's Wife

     In December 1999, the wife of a director of the Company  converted  accrued
compensation  and  expenses  aggregating  $284,586  into  379,448  shares of the
Company's  restricted  common stock.  In connection  with this  conversion,  the
Company  recognized a related stock  compensation  charge  aggregating  $863,347
during the year ended June 30, 2000. Such charge was determined as the amount by
which the  estimated  fair market  value of the  restricted  common stock issued
exceeded the aggregate carrying amount of accrued compensation and expenses.

     In December 1999,  the Company and a note holder agreed to convert  $35,000
of notes payable, and all accrued interest thereon, into an aggregate of 106,911
shares of the Company's  restricted  common stock.  In connection with this note
payable  conversion,  the Company recognized a related effective interest charge
in the aggregate amount of $369,124. Such charge was determined as the amount by
which the  estimated  fair market  value of the  restricted  common stock issued
exceeded the outstanding amount of the notes payable and accrued interest.


<PAGE>



ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     The Registrant has incurred net losses and experienced  negative cash flows
from operating  activities  since its inception in 1987. The Registrant had cash
and cash  equivalents of $262,526 as of December 31, 1999, and a working capital
deficit of ($2,853,490) as of December 31, 1999.

     This  Quarterly  Report on Form 10-QSB for the quarter  ended  December 31,
1999 (the "Form 10-QSB") contains certain  "forward-looking  statements"  within
the  meaning of  Section  27A of the  Securities  Act of 1933,  as amended  (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended (the "Exchange  Act").  Forward-looking  statements are statements other
than  historical  information  or statements of current  condition and relate to
future  events  or  the  future  financial  performance  of  the  Company.  Some
forward-looking  statements may be identified by use of such terms as "expects,"
"anticipates,"  "intends,"  "estimates," "believes" and words of similar import.
These  forward-looking  statements relate to plans,  objectives and expectations
for future operations.  In light of the risks and uncertainties  inherent in all
such projected operation matters, the inclusion of forward-looking statements in
this Form 10-QSB  should not be regarded as a  representation  by the Company or
any other person that the objectives or plans of the Company will be achieved or
that any of the Company's operating expectations will be realized.  Revenues and
results of operations are difficult to forecast and could differ materially from
those projected in the forward-looking statements contained in this Form 10-QSB.

     The  Company  expects  to  increase  revenues  and cash  flow  through  the
wholesale  distribution  and sale of pre-paid  calling  cards by  expanding  its
in-house sales force and adding more  independent  distributors  to its network.
The Company's One Plus long distance service,  which the Company is revamping to
provide more competitive  rates,  and additional  services will be included as a
product for this sales force to market.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended December 31, 1999 (restated-Note 2)and 1998

     During the quarter ended December 31, 1999, the Company  recorded  revenues
of  ($1,753,930).  During the  quarter,  the  Company  continued  to receive PIN
activation requests from its customers, and activated PIN's continued to be used
by  end  customers.   However,  during  the  quarter,  the  Company  experienced
significant  service issues at two of the Company's  debit  platform  providers.
These  issues  caused   connectivity   problems  with  the  Company's   "Gateway
International" and "America Calling the World" prepaid phone cards. As a result,
the Company and the related customer,  Blackstone Calling Cards, Inc.,  mutually
decided to discontinue  marketing the related  products for a period of at least
one year. This decision  resulted in the Company reversing  previously  recorded
revenues and accounts  receivables in the aggregate amount of $4.7 million,  and
reversing  previously  recorded  operating  costs and  accrued  expenses  in the
aggregate amount of $6.7 million during the quarter ended December 31, 1999.

     Total  general and  administrative  expenses  increased  by $119,852 or 32%
during the quarter  ended  December 31,  1999,  compared to the same period last
fiscal year, as the Company expanded its operations,  staffing and facilities to
support its  continuing  growth.  Professional  services  increased  by $100,926
during the quarter  ended  December 31,  1999,  compared to the same period last
fiscal year, as the Company retained the services of telecommunication  business
and engineering consultants that were not retained in the prior year.

     The  Company  also  recognized  stock  compensation   charges   aggregating
$3,352,077  during the quarter  ended  December  31,  1999.  Such  amounts  were
recorded when the Company  issued  shares of its  restricted  common stock,  and
received consideration in an amount less than the estimated fair market value of
the common stock issued.  Stock based compensation charges were comprised of the
following during the quarter ended December 31, 1999:  $1,134,000  related to an
officer's  conversion of accrued  salaries and expenses into  restricted  common
stock,  $863,347  related  to a  consultant's  conversion  of  accrued  fees and
expenses  into  restricted  common  stock,   $1,100,000  related  to  shares  of
restricted  common  stock  issued to an officer for the pledging of his personal
assets and personal  guarantee,  and $254,730  related to the sale of restricted
common stock.

     Additionally,   the  Company   recognized  an  effective   interest  charge
aggregating  $369,124  upon the  conversion  of  $35,000 of notes  payable,  and
related accrued interest,  into shares of the Company's restricted common stock.
The effective interest charge is equal to the amount by which the estimated fair
market value of the restricted common stock issued upon conversion  exceeded the
carrying amount of the related notes payable and accrued interest.

     In December 1999, the Company  recognized an extraordinary gain of $769,394
related to the  extinguishment of the debt under capital lease agreements.  Such
amount  represented  all  amounts  due to the  related  lessor  on the date that
certain assets leased by the Company was repossessed by the lessor.

     As a result of the above,  the  Company  incurred a net loss of  $3,032,065
during the quarter ended December 31, 1999 versus a net loss of $302,139  during
the quarter ended December 31, 1998.

     The Company's  revenues  increased from $511,431 to $1,992,464  between the
six months ended December 31, 1998 and 1999,  respectively.  This  represents an
increase of 290% in revenues.  This increase occurred primarily as the result of
on-going and new telecommunication  services contracts secured by the Company in
fiscal 1999 and 2000.  Further,  the Company  increased its internal sales force
and  independent  distributor  network  during the six months ended December 31,
1999.  Operating  costs also  increased  significantly  as a result of increased
revenues.

     Total general and administrative expenses increased by $32,249 or 3% during
the six months ended December 31, 1999,  compared to the same period last fiscal
year.  Although the Company expanded its operations,  staffing and facilities to
support its  continuing  growth,  the Company  was also able to  streamline  and
centralize certain administrative functions.  Professional services increased by
$20,502,  or 13%, during the six months ended December 31, 1999, compared to the
same  period  last  fiscal  year,  as  the  Company  retained  the  services  of
telecommunication  business and engineering  consultants.  These costs more than
offset a decrease in legal fees that  occurred as the Company  settled  numerous
legal actions that it was involved in.

     Stock  based  compensation  charges  aggregated  $3,679,197  during the six
months  ended  December 31, 1999,  and such  amounts  related to the  following:
$1,134,000  related to an officer's  conversion of accrued salaries and expenses
into restricted common stock,  $863,347 related to a consultant's  conversion of
accrued fees and expenses into restricted  common stock,  $1,100,000  related to
shares of  restricted  common stock issued to an officer for the pledging of his
personal  assets and personal  guarantee,  and  $581,850  related to the sale of
restricted common stock.  Interest expense increased  significantly  relative to
the prior year,  primarily because of an effective  interest charge  aggregating
$369,124  related to the  conversion  of $35,000 of notes  payable,  and related
accrued  interest,  into shares of the Company's  restricted  common stock.  The
effective  interest  charge is equal to the amount by which the  estimated  fair
market value of the restricted common stock issued upon conversion  exceeded the
carrying amount of the related notes payable and accrued interest.

     In December 1999, the Company  recognized an extraordinary gain of $769,394
related to the  extinguishment of the debt under capital lease agreements.  Such
amount  represented  all  amounts  due to the  related  lessor  on the date that
certain assets leased by the Company was repossessed by the lessor.

     As a result of the above,  the  Company  incurred a net loss of  $5,868,078
during the  six-month  period  ended  December  31,  1999,  versus a net loss of
$1,178,206 during the six-month period ended December 31, 1998.


PART II: OTHER INFORMATION

Item 1. Legal Proceedings

     On November 10, 1998, the Company filed legal action (TotalAxcess,  Inc. 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. On July 26, 1999, NuOasis Resorts, Inc. and Nona
Morelli's II, Inc. filed a cross complaint  against the Company  alleging claims
for breach of contract,  fraud,  material  misrepresentation  in the purchase of
securities  and  libel,  and  seeks  rescission  of  certain  contracts  and the
imposition of a  constructive  trust over certain  securities.  Also on July 26,
1999, Rocci Howe, Fred Luke, Jr. and Steven Dong filed cross complaints  against
the Company  alleging  claims for breach of contract,  indemnity and libel.  All
counsel have stipulated to a change in venue from San Francisco to Orange County
Superior  Court,  and the San Francisco  Court has  transferred  the file to the
Orange County  Court.  The Court ordered that all claims the Company has against
Richard Weed are to be arbitrated and that this  arbitration will not take place
until after the trial.  Management plans to vigorously  pursue its complaint and
defend each cross complaint,  which it believes lack substantial  merit. A trial
is presently scheduled for March 2001.

     On January 6, 1999, the Company filed a lawsuit  (TotalAxcess.com,  Inc. v.
Dennis Houston,  Orange County  Superior Court Case No. 809248).  This complaint
alleges breach of fiduciary duty by Mr. Houston as one of the Company' directors
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,
Inc. (see above). On June 29, 1999, Mr. Houston filed a cross complaint alleging
claims for breach of contract,  breach of the implied covenant of good faith and
fair  dealing,  misrepresentation,   fraud  and  embezzlement.  The  Company  is
vigorously  pursuing  the matter  against Mr.  Houston  and plans to  vigorously
defend the cross complaint. This matter will be tried in October 2000.

     On June 26, 1997,  the Company  filed a lawsuit  (TotalAxcess.com,  Inc. v.
Network Long  Distance,  Inc.) filed 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 shares of
Network Long  Distance,  Inc.'s common stock (the "Shares") that was received by
the  Company  in  connection  with a release  of  liability  granted  to NuOasis
Resorts,  Inc. Once the Shares were  properly  transferred  to the Company,  the
Company  dismissed  its claims as moot.  However,  Network Long  Distance,  Inc.
(currently  known as Eclipse  Communications,  Inc. or  "Eclipse")  continues to
pursue the Shares  through its  counterclaims.  Eclipse is claiming that it owns
some or all of the Shares and is seeking  damages and an injunction  prohibiting
the transfer of the Shares. In response to Eclipse's allegations, management has
indicated that it will  vigorously  contest the  litigation,  as it believes the
case to be  groundless  and without  merit.  The Company has  received a summary
judgment  in this  matter,  but  Eclipse  has filed a notice of  appeal.  Should
Eclipse prevail in this matter, it may be in a position to recover a significant
portion of the stock at issue, or the value thereof,  plus 8% interest per annum
from 1997 through trial.



PART II: OTHER INFORMATION (continued)

Item 1. Legal Proceedings (continued)

     On or about  December 20, 1999 in the Superior  Court in and for the County
of San  Francisco,  California,  Comms People,  Inc.  ("CPI") filed and served a
complaint for Breach of Contract and several  Common Counts against the Company,
alleging  damages in the amount of  $17,050.  The claim  arose out of a personal
services contract.  The matter was referred by the court to non-binding judicial
arbitration to be heard in August 2000. In order to avoid the  uncertainties  of
arbitration  and  subsequent  trial,  and the  inherent  legal  fees  and  costs
attendant  thereto,  a settlement  agreement was reached in August 2000, whereby
the  Company  agreed to pay the  aggregate  amount of $14,000  to CPI,  in three
monthly installments commencing September 1, 2000. In consideration thereof, CPI
agreed to release  all claims it might have  against  the  Company,  which might
arise out of the personal service contract.

     On  October  27,  1999 in the  Superior  Court in and for the County of Los
Angeles,  California,  Cross Communications ("CCI") filed and served a complaint
for Breach of Contract and several Common Counts against the Company. CCI claims
it entered into a valid oral agreement with the Company whereby it would provide
telecommunications  services using its switch for routing the Company's pre-paid
calling cards. It claimed  approximately  $655,000 in damages on unpaid invoices
for its  services.  The  Company  filed a  cross-complaint  against  CCI seeking
unspecified  damages  arising from the  inability of CCI equipment to adequately
support and route the volume of traffic  delivered by pre-paid calling cards. In
order to avoid the  uncertainties  of trial and the potential  enforcement  of a
judgment,  as well as the inherent  legal fees and costs  attendant  thereto,  a
settlement  agreement was reached in September 2000, whereby CCI and the Company
will enter into a mutual  release  in full and final  settlement  of any and all
claims that might arise out of their  relationship.  No other  consideration  is
involved in the settlement agreement.

     M.H.  Meyerson & Co.  ("Meyerson")  claims  that it is  entitled to 717,898
warrants to purchase common stock of the Company pursuant to a December 12, 1997
Investment Banking Agreement. The Company contends that Meyerson is not entitled
to the  warrants  because  it  failed  to  fulfill  its  obligations  under  the
Investment Banking Agreement.  The Company settled this matter in September 2000
and issued 20,000 shares of restricted common stock.

     From time to time,  the Company is involved in various  lawsuits  generally
incidental  to its  business  operations,  primarily  consisting  of  collection
actions and vendor  disputes.  The Company does not believe that such claims and
lawsuits,  either individually or in the aggregate,  will have an adverse effect
on it operations of financial condition.


Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to A Vote of Security Holders

None.

Item 5. Other Information

None.

PART II: OTHER INFORMATION (continued)

Item 6. Exhibits and Reports on Form 8-K

      EXHIBIT NO.       DESCRIPTION
            27          Financial Data Schedule



<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  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.


             TOTALAXCESS.COM, INC. (formerly, GROUP V CORPORATION.)

Date:October 23, 2000                      By:/s/ Joseph Monterosso
                                              Joseph Monterosso,
                                              Chief Executive Officer & Director

Date:October 23, 2000                      By:/s/ Russell F. McCann, Jr.
                                              Russell F. McCann, Jr., Director