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 March 31, 2000                  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 March 31, 2000
Preferred Stock Ser B $2.00 par value; 0 shares outstanding as of March 31, 2000
       Common Stock $.15 par value; 12,423,834 shares as of March 31, 2000



<PAGE>


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

                                      INDEX


                                                                            PAGE
                                     PART I

Item 1. Financial Statements
Consolidated Condensed Balance Sheet as of March 31, 2000 (unaudited)......    1
Consolidated Condensed Statements of Operations for the Three and Nine Months
 Ended March 31, 2000 and 1999  (unaudited)................................    2
Consolidated Condensed Statements of Cash Flows for the
 Nine Months Ended March 31, 2000 and 1999 (unaudited).....................    3
Notes to Consolidated Condensed Financial Statements.......................    4

Item 2. Management's Discussion and Analysis of Financial Condition and
  Results of Operations....................................................    9

                                     PART II

Item 1. Legal Proceedings..................................................   11

Item 2. Changes in Securities..............................................   13
Item 3. Defaults Upon Senior Securities....................................   13
Item 4. Submission of Matters to a Vote of Security Holders................   13
Item 5. Other Information..................................................   16
Item 6. Exhibits and Reports on Form 8-K...................................   16
Signatures ................................................................   17
                                        1

<PAGE>


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

                      Consolidated Condensed Balance Sheet
                        As of March 31, 2000 (Unaudited)
                                                                       March 31,
                                                                            2000
                                                               (Restated-Note 2)
Current Assets:
        Cash and cash equivalents .................................$    328,439
        Marketable securities .....................................      30,176
        Inventories................................................      27,929
        Prepaid expenses and other assets..........................     165,813
               Total current assets ...............................     552,357
Fixed assets:
        Furniture and equipment ...................................     348,277
        Less accumulated depreciation .............................     (80,331)
               Total fixed assets, net ............................     267,946
Other assets ......................................................       7,570

TOTAL ASSETS.......................................................$    827,873

Current Liabilities:
        Capital lease obligations .................................$      9,160
        Accounts payable...........................................   1,458,471
        Common stock payable.......................................   4,557,320
        Accrued expenses...........................................     317,818
               Total current liabilities ..........................   6,342,769

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, no
 shares issued and outstanding ....................................           -
Common stock - par value $.15; authorized 22,200,000 shares;
 12,423,834 shares issued and outstanding..........................   1,855,882
Additional paid-in capital.........................................  31,236,094
Common stock receivable............................................    (250,000)
Accumulated other comprehensive loss...............................    (100,145)
Accumulated deficit................................................ (38,258,427)
        Total Stockholders' Equity (Deficit).......................  (5,514,896)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)...............$    827,873

  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 Nine Month Period Ended March 31, 2000 and 1999 (Unaudited)

                           Three Months Ended             Nine Months Ended
                               March 31,                       March 31,
                           2000           1999             2000          1999
                           ----           ----             ----          ----
                        (Restated-                      (Restated-
                           Note 2)                        Note 2)

Revenues                   $ 130,760    $ 238,855       $ 2,123,224   $ 703,305

Costs and expenses:

 Operating Costs             144,455       88,543         3,404,052     560,658
 General and Administrative  439,674      370,062         1,512,868   1,414,806
 Professional Services       156,719       28,574           338,538     242,354
 Depreciation & amortization   8,175       29,815            24,525      89,445
 Stock-based compensation    198,141            -         3,877,338           -
 Interest expense, net     7,669,197       24,000         8,084,799      48,000
                           ---------       ------         ---------      ------
 Total costs and expenses  8,616,361      540,994        17,242,120   2,355,263
                           ---------      -------        ----------   ---------
Net (loss) before
     extraordinary items  (8,485,601)    (302,139)      (15,118,896) (1,651,958)

Extraordinary items:
     Gain on debt relief           -            -           769,394           -
                                                            -------
Net (loss)               $(8,485,601)   $(302,139)     $(14,349,502)$(1,651,958)

Net (loss) applicable to
     common stock        $(8,491,551)   $(308,089)     $(14,355,452)$(1,657,908)
Basic and diluted net(loss)
     per common share    $     (0.71)   $   (0.09)     $      (1.47)$     (0.50)
Weighted average common
     shares outstanding   11,933,630     3,325,992         9,774,677  3,325,992



<PAGE>


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

                 Consolidated Condensed Statements of Cash Flows
       For the Nine Month Period Ended March 31, 2000 and 1999 (Unaudited)


                                                           Nine Months Ended
                                                               March 31,
                                                        2000             1999
                                                        ----             ----
                                                     (Restated-
                                                       note 2)
Operating activities:
Net Loss                                          $ (14,349,502)   $   (290,735)
Adjustments to reconcile net loss to
 net cash used in operating activities:
  Interest expense                                    8,084,799               -
  Stock-based compensation                            3,877,338               -
  Gain on debt relief                                  (769,394)              -
  Depreciation and amortization                          24,525          29,815
Increase (decrease) from changes in:
  Accounts receivable                                   548,548         (29,512)
  Inventories                                           (27,929)              -
  Prepaid expenses                                     (104,019)          5,533
  Accounts payable and accrued expenses                 593,967        (425,099)
                                                        -------        --------
Net cash used by operating activities                (2,121,667)       (709,998)
                                                     ----------        --------
Investing activities:
  Proceeds from sale of securities                            -       1,003,119
                                                                      ---------
  Purchase of equipment                                (211,172)        (58,214)
                                                       --------         -------
Net cash (used) provided by investing activities       (211,172)        (58,214)
                                                       --------         -------
Financing activities:
  Proceeds from issuance of stock                     2,088,327               -
                                                      ---------
  Net cash provided by financing                      2,088,327               -
                                                      ---------
Net (decrease) increase in cash                        (244,512)        234,907
                                                       --------         -------
Cash and cash equivalents, beginning of period          572,951           7,795
                                                        -------           -----
Cash and cash equivalents, end of period                328,439         242,701
                                                        =======         =======

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
  Income Taxes                                       $    4,891     $         -
  Interest                                                    -               -
Non-cash investing and financing activities:
  Note payable converted to common stock             $1,065,717     $         -
  Stock payable in connection with note payable      $4,557,320     $         -
  Accrued litigation costs settled for common stock  $  876,798     $         -
  Preferred Stock Series B converted to common stock $   70,386     $         -


<PAGE>


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

              Notes to Consolidated Condensed Financial Statements



                                              4

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 nine months ended March
31, 2000. 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 March 31,  2000,  marketable  equity  securities  consist  of 650,292
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 March
31, 2000.  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.  However,  during the three months ended March 31, 2000,  the
Company's Chief Executive  Officer vested in 83,333 stock options.  Such options
are  exercisable  at $1.56 per share and expire  five years from the last day of
the executive's employment.  The Company recognized a related stock compensation
charge of $198,141 during the quarter ended March 31, 2000.

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.


<PAGE>


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 March 31, 2000, and for the
nine months then ended are summarized as follows:

        Reduction in accounts receivable and revenues                $10,074,459
        Reduction in accounts payable and accrued expenses            12,211,188
        Increase in interest expenses                                  8,084,799
        Increase in stock based compensation                           3,877,338
        Increase in extraordinary gains                                  769,394
        Increase in common stock payable                               4,557,320
        Reduction in notes payable                                     1,065,717
        Reduction in preferred stock                                      70,386
        Increase in common stock and APIC                             10,059,455
        Increase in common stock receivable                              250,000
        Reduction in capital lease obligations                           656,544


NOTE 3.  QUARTERLY DEVELOPMENTS

Conversion of Notes Payable

     In January 2000, the Company and each respective note payable holder agreed
to convert  the  outstanding  principal  balance of the notes  payable,  and all
accrued interest thereon, into an aggregate of 3,374,159 shares of the Company's
restricted  common  stock.  An  aggregate  of  1,740,535  shares  were issued in
February 2000, and the remaining  1,633,624 shares are payable in February 2001.
As a result,  the  Company  has  recorded  a common  stock  payable  aggregating
$4,557,320  as of March 31,  2000 for the portion of the stock to be released in
February  2001. In  connection  with this note payable  conversion,  the Company
recognized  a  related  effective  interest  charge in the  aggregate  amount of
$7,669,197. 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>


NOTE 3.  QUARTERLY DEVELOPMENTS (CONTINUED)

Employment Agreement

     Effective January 1, 2000, the Company and Mr. Monterosso  entered into and
Executive  Employment Agreement for Mr. Monterosso to serve a three-year term as
the Company's  Chief  Executive  Officer.  The agreement may be extended for two
additional  years by mutual written  consent of Mr.  Monterosso and the Company.
The agreement provides for annual compensation of $250,000 with annual increases
of $25,000.  Additionally,  Mr. Monterosso will earn annual bonuses ranging from
$100,000  to $150,000 if the Company  achieves  certain  pre-determined  revenue
targets.  During the first year of the  agreement,  Mr.  Monterosso  may convert
accrued  salary to shares of the  Company's  common stock at a rate of $3.75 per
share.  During the second and third  years,  accrued  salary may be converted to
shares of the Company's  common stock at a rate equal to 50% of the stock's fair
market  value  averaged  over the  preceding  15 day period.  In  addition,  Mr.
Monterosso  was  granted  stock  options in the amount of 333,333  shares in the
first  year and  200,000  shares in each of the  second  and third  years.  Such
options are exercisable at $1.56 per share, vest in equal monthly  installments,
and expire five years from the last day of Mr. Monterosso's employment.  None of
the vested options have been exercised by Mr. Monterosso.

2000 Incentive and Non-qualified Stock Option Plan

     Effective  January 31, 2000, the Company's Board of Directors  approved the
Company's  2000 Stock  Option Plan (the "2000  Plan"),  which  provides  for the
granting of both incentive stock options and  non-qualified  stock options.  The
2000 Plan covers 2,000,000 shares of the Company's common stock. Options granted
pursuant to the 2000 Plan will generally have terms no longer than 10 years, and
the related option  exercise price will be determined by the Company's  Board of
Directors. No options have yet been granted under the 2000 Plan.


<PAGE>



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

     The  Registrant  incurred net losses and negative cash flows from operating
activities  since  its  inception  in  1987.  The  Registrant  had cash and cash
equivalents of $328,439 as of March 31, 2000, and a working  capital  deficit of
$(5,790,412) as of March 31, 2000.

     This  Quarterly  Report on Form 10-QSB for the quarter ended March 31, 2000
(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 March 31, 2000 (restated - Note 2) and 1999

     The Company's  revenues  decreased  from  $238,855 to $130,760  between the
three  months  ended March 31, 1999 and 2000,  respectively.  This  represents a
decrease of 45% that resulted  primarily from the timing of when activated PIN's
were actually used by end customers.

     Total  general  and  administrative  expenses  increased  by $69,612 or 19%
during the quarter ended March 31, 2000, 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 $128,145 during the
quarter  ended March 31, 2000,  compared to the same period last fiscal year, as
the Company retained the services of telecommunication  business and engineering
consultants.   Furthermore,  the  Company  expended  approximately  $113,000  in
connection with the preparing, filing, printing, mailing, processing and holding
the annual  shareholders'  meeting in January 2000. The Company also  recognized
stock  compensation  charges of $198,141 during the quarter ended March 31, 2000
as the  Company's  Chief  Executive  Officer  vested  in 83,333  stock  options.
Additionally,  the Company  recognized an effective  interest charge aggregating
$7,669,197  upon the  conversion  of $1,100,717  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.


<PAGE>


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

Comparison of the Nine Months Ended March 31, 2000 (restated - Note 2) and 1999

     The Company's  revenues  increased from $703,305 to $2,123,224  between the
nine months  ended March 31, 1999 and 2000,  respectively.  This  represents  an
increase of 202% 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 nine months ended March 31, 2000.

     Total general and administrative expenses increased by $98,062 or 7% during
the nine months  ended March 31,  2000,  compared to the same period last fiscal
year, as the Company expanded its operations, staffing and facilities to support
its continuing growth. As a result, salaries,  payroll taxes and occupancy costs
increased  from  the  same  period  in the  prior  year.  Professional  services
increased  by  $96,184,  or 40%,  during the nine months  ended March 31,  2000,
compared  to the same  period last fiscal  year,  as the  Company  retained  the
services of telecommunication business and engineering consultants. Furthermore,
the Company  expended  approximately  $113,000 in connection with the preparing,
filing,  printing,  mailing,  processing  and holding  the annual  shareholders'
meeting in January 2000.  Legal  expenditures  decreased in the fiscal year 2000
period as the Company  settled  numerous  legal actions that it was involved in.
Stock based compensation  charges  aggregated  $3,877,338 during the nine months
ended March 31, 2000,  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. The Company also recognized stock compensation  charges
of $198,141  during the nine months ended March 31, 2000 as the Company's  Chief
Executive  Officer vested in 166,668 stock options.  Interest expense  increased
significantly  relative to the prior  year,  primarily  because of an  effective
interest charge  aggregating  $7,669,197 related to the conversion of $1,100,717
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.







<PAGE>



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.   The  suit  alleges   fraud  and
misrepresentation  in the sale of securities,  which were not qualified for sale
and professional  malpractice  against legal counsel.  On July 26, 1999, NuOasis
Resorts,  Inc. and Nona  Morelli's II, Inc.,  and Howe,  Fred Luke, Jr. and Dong
filed a cross  complaint  against the Company  alleging  claims for,  inter alia
breach  of  contract,  fraud,  material  misrepresentation  in the  purchase  of
securities  and libel,  rescission of certain  contracts and the imposition of a
constructive   trust  over  certain   securities.   The  case  was  subsequently
transferred  to the  Superior  Court  for the  County  of  Orange.  The  case is
currently in the discovery  phase. The trial date is now set for March 2001; all
claims the Company  has  against  Richard  Weed are to be  arbitrated  after the
trial. Management plans to vigorously pursue its complaint and defend each cross
complaint, which it believes lack substantial merit.

     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's
directors for failing to disclose  material  facts in the Ark-Tel Asset Purchase
Agreement  that  management  believes  resulted in the Worldcom suit against the
Company (since settled as per 1999 10-KSB).  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.  Trial is  scheduled  for
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. The Company took a judgment in the case; and Eclipse
has taken an  appeal.  Management  believes  that it is fairly  likely the lower
court ruling will be upheld. A final disposition of the case is expected in late
2000 or early 2001.

     In November  1999 the Company was served with  Summons and  Complaint in an
action filed by Republic Leasing Co., Inc. Case No. 816455 in the Superior Court
in and for the  County of  Orange,  California.  The  action  arose out of facts
related to the ArkTel and Dennis Houston matter discussed above and concerned an
equipment  lease.   Plaintiff  sought  approximately  $29,000  plus  prejudgment
interest and attorney  fees and costs.  In order to avoid the  uncertainties  of
arbitration  and  the  inherent  legal  fees  and  costs  attendant  thereto,  a
settlement  agreement was reached in May 2000 whereby the Company  agreed to pay
the aggregate  amount of $31,000 in two  installments  commencing  June 1, 2000.
Upon its  receipt  of the final  payment,  Republic  Leasing  caused  the action
against the Company to be dismissed.  The settlement amount is an element of the
damages  sought by the Company in its pending  action  against Dennis Houston in
the Orange County Superior court action discussed above.





<PAGE>


PART II: OTHER INFORMATION (continued)

Item 1. Legal Proceedings (continued)

     In February  2000, in the Superior  Court in and for the County of Alameda,
Waterview  Resolution  Corporation filed and served a complaint against National
Pools Corporation for Money owed in the amount of $59,673.  The action arose out
of a guarantee on leased  equipment  assumed by the Company on behalf of Ark-Tel
Incorporated  and Dennis Houston.  In order to avoid the  uncertainties of trial
and the inherent legal fees and costs attendant thereto, a settlement  agreement
was reached in May 2000 whereby the Company  agreed to pay the aggregate  amount
of $40,000 to Waterview in four equal monthly  installments  commencing  June 1,
2000.  Upon its receipt of the fourth and final  payment on or about  October 1,
2000, Waterview dismissed the case in its entirety.  The settlement amount is an
element of the  damages  sought by the  Company in its  pending  action  against
Dennis Houston in the Orange County Superior court action discussed above.

     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.

     M.H.  Meyerson & Co.  ("Meyerson")  claimed that it was entitled to 717,898
warrants to purchase common stock of the Company pursuant to a December 12, 1997
Investment  Banking  Agreement.  The  Company  contended  that  Meyerson  is not
entitled to the warrants because it failed to fulfill its obligations  under the
Investment Banking Agreement. In order to avoid the uncertainties of arbitration
and the inherent legal fees and costs attendant thereto, a settlement  agreement
was reached in September  2000,  whereby the Company  issued  20,000  restricted
shares of common stock to be issued to Meyerson in full and final  settlement of
all claims arising from the Investment Banking Agreement.

     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.



<PAGE>


PART II: OTHER INFORMATION (continued)

Item 1. Legal Proceedings (continued)

     The Company is from time to time,  involved in various  lawsuits  generally
incidental  to its  business  operations,  consisting  primarily  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 its operations or 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

     On January 28, 2000 the Company held its Annual Meeting of Shareholders for
the following purposes:

1.   To elect two  directors,  each to hold office until the next Annual Meeting
     of Shareholders and until their successors are elected and qualified;

2.   To approve an amendment to the Company's  Certificate of  Incorporation  to
     amend the voting  rights  granted to  Stockholders  of Series B Convertible
     Preferred Stock to be consistent with the proposed share consolidation;

3.   To approve an amendment to the Company's  Certificate of  Incorporation  to
     adopt a one-for-fifteen share consolidation of the outstanding Common Stock
     and  decrease  the  authorized  number  of  shares of  Commons  Stock  from
     333,000,000 to 22,200,000; and

4.   To adopt the TotalAxcess.com, Inc. 2000 Stock Option Plan; and

5.   To transact such other  business as may properly come before the meeting or
     any adjournments thereof.

The  slate  of  nominees  elected  for  director   consisted  of  the  following
     individuals:

                      Joseph Monterosso, age 53
                      Russell F. McCann, age 44

          Mr.  Monterosso  received  111,427,291  votes  "for" his  election  to
     director;  the number of votes cast "against" was 1,376,860;  and the total
     number of "abstentions" was 4,206,543.

          Mr. McCann received  112,948,874 votes "for" his election to director;
     the number of votes cast "against" was  4,040,573;  and the total number of
     "abstentions" was 21,247.


<PAGE>


PART II: OTHER INFORMATION (continued)

Item 4. Submission of Matters to A Vote of Security Holders (continued)

          The total number of votes cast was 117,010,694. This represents 72.60%
     of the outstanding number of shares,  which were 161,171,448 at the time of
     the meeting

          The second proposal to be acted upon pertained to the following:

          Although the  Certificate  of  Determination  for Series B Convertible
     Preferred  Stock  provides for the  adjustment of the  conversion  ratio to
     Common  Stock in the event of a stock  split or  reverse  stock  split,  it
     inadvertently did not provide for the adjustment of the voting rights.  The
     Company has 1,200 shares of Series B Convertible Preferred Stock issued and
     outstanding as of January 2000. Under the terms of the Series B Convertible
     Preferred Stock, the holders of Series B Convertible  Preferred stock shall
     have  seventy-eight  (78)  votes per  share.  Therefore,  in the event of a
     one-for-fifteen  share  consolidation  as proposed in Proposal  Three,  the
     holders of Series B Convertible  Preferred  Stock will still be entitled to
     seventy-eight   (78)  votes  per  share  after  the  effective  date  of  a
     one-for-fifteen share consolidation. That was not the intent of the Company
     or the holders of Series B Preferred Stock.

          The Company  believes that adoption of Proposal Two,  which will amend
     the voting rights of the Series B Convertible Preferred Stock will maintain
     the rights,  preference,  privileges,  and rights as originally intended by
     the Company and the holders of Series B Convertible  Preferred Stock. After
     discussions,  the  holders of the  majority  of the  outstanding  shares of
     Series B Convertible  Preferred  Stock have  consented to the amendment and
     intend  to  vote  for  the  amendment  to  the  Company's   Certificate  of
     Incorporation   to  amend  the  voting  rights  granted  to  the  Series  B
     Convertible Preferred Stock.

          The total number of votes cast "for" the proposal was 111,847,663; the
     number of votes  cast  "against"  was  4,841,763;  and the total  number of
     "abstentions" was 321,268.  The total number of votes cast was 117,010,694.
     This  represents  72.60% of the  outstanding  number of shares,  which were
     161,171,448 at the time of the meeting.

          The third proposal to be acted upon pertained to the following:

          The  Board  of  the  Company   adopted  a  resolution   approving  and
     recommending to the holders of Common Stock, Series B Convertible Preferred
     Stock,  and 14%  Preferred  Stock  that they  approve an  amendment  to the
     Company's   Certificate   of   Amendment  to   one-for-fifteen   share  and
     consolidation  of  outstanding  Common Stock and to decrease the authorized
     number of shares of Common Stock from  333,000,000  to  22,200,000,  all of
     which shall be  considered  as one  proposal to be  submitted  to a vote of
     holders of Common Stock,  Series B  Convertible  Preferred  Stock,  and 14%
     Preferred  Stock.  The vote will be taken "FOR" or "AGAINST"  this Proposal
     Three so that all two elements are  considered in one vote.  Proposal Three
     was  adopted by the Board of  Directors  and is subject  to  approval  by a
     majority  of  votes  cast by the  holders  of the  Common  Stock,  Series B
     Convertible Preferred Stock, and 14% Preferred Stock, voting as a class, as
     determined on the record date, represented in person or by proxy constitute
     a quorum for the Meeting.


<PAGE>


PART II: OTHER INFORMATION (continued)

Item 4. Submission of Matters to A Vote of Security Holders (continued)

          If  approved  by the  stockholders  and  implemented  by the  Board of
     Directors,  other than (i) decreasing  the  authorized  number of shares of
     Common Stock from  333,000,000 to 22,200,000,  (ii) adjusting the par value
     of the Common Stock from $.01 to $.15, and (iii) adjusting the total number
     of  shares  of  Common   Stock   issued   prior  to  the  adoption  of  the
     one-for-fifteen  share  consolidation  will  result  in no  other  material
     changes to  ownership  of the stock.  Each  stockholder  will hold the same
     percentage of Common Stock,  Series B Convertible  Preferred Stock, and 14%
     Preferred Stock outstanding immediately following the one-for-fifteen share
     consolidation   as  each   stockholder   did   immediately   prior  to  the
     one-for-fifteen  share  consolidation,  except that the  consolidation  may
     result in an immaterial  adjustment  due to the purchase of any  fractional
     shares of Common Stock that result from the consolidation.

          If Proposal Three is approved by the stockholders of the Company,  the
     amendment  will be filed  unless  the  Board of  Directors  of the  Company
     determines  that filing such amendment would not be in the best interest of
     the  Company and its  stockholders.  If the Board of  Directors  makes such
     determination, it may elect not to file or elect to delay the filing of the
     amendment to implement  Proposal  Three.  The actual  timing of such filing
     (and  whether  such  filing  is made)  will be  determined  by the Board of
     Directors  based upon their  evaluation as to when such action will be most
     advantageous to the Company and its stockholders. In addition, the Board of
     Directors  may  make  any  and all  changes  to the  one-for-fifteen  share
     consolidation  amendment  that it deems  necessary  to give  effect  to the
     intent and purpose of the one-for-fifteen share consolidation.

          The following table  illustrates the principal effects of the proposed
     one-for-fifteen share consolidation on the authorized number of shares:

Number of Share of
Common Stock                    Prior to Proposal Three     After Proposal Three
------------                    -----------------------     --------------------
Authorized:                             333,000,000                22,200,000
Outstanding:                            159,161,506                10,610,767(1)
Available for Future Issuance:          173,838,494                11,589,233(1)


Number of Share of
Preferred Stock                 Prior to Proposal Three     After Proposal Three
------------                    -----------------------     --------------------
Authorized:                               1,000,000                 1,000,000
Outstanding Series B:                        23,589                    23,589
Ouststanding 14% Preferred                  170,000                   170,000

(1)Subject to minor adjustment due to rounding of fractional shares.


<PAGE>


PART II: OTHER INFORMATION (continued)

Item 4. Submission of Matters to A Vote of Security Holders (continued)

          The total number of votes cast "for" the proposal was 106,101,453; the
     number of votes cast  "against"  was  10,606,963;  and the total  number of
     "abstentions"  was 68,642.  The total number of votes cast was 117,010,694.
     This  represents  72.60% of the  outstanding  number of shares,  which were
     161,171,448 at the time of the meeting.

          The fourth proposal to be acted upon pertained to the following:

               Effective January 31, 2000, and subject to stockholder  approval,
               the Board of Directors  approved  adoption of the Company's  2000
               Stock  Option  Plan (the  "2000  Plan") to serve as a vehicle  to
               attract  and  retain  the   services  of   employees,   officers,
               directors, and consultants.  The 2000 Plan is a "dual plan" which
               provides  for the  grant  of both  Incentive  Stock  Options  and
               Non-qualified Stock Options.

               The  2000  Plan  covers  30,000,000   (pre-one-for-fifteen  share
               consolidation  as  discussed  in  Proposal  Three)  shares of the
               Company's  Common  Stock,  which  shares  will be  reserved  upon
               confirmation  of the 2000 Plan.  If Proposals  Three and Four are
               approved,  the 30,000,000 shares of Common Stock reserved for the
               2000 Plan shall be adjusted to  2,000,000  shares of Common Stock
               following the proposed one-for-fifteen share consolidation.

          The total number of votes cast "for" the proposal was 107,060161;  the
     number of votes  cast  "against"  was  9,708,618;  and the total  number of
     "abstentions" was 241,915.  The total number of votes cast was 117,010,694.
     This  represents  72.60% of the  outstanding  number of shares,  which were
     161,171,448 at the time of the meeting.

          There  was no  other  business  conducted  at the  Annual  Meeting  of
     Shareholders.

Item 5. Other Information

None.

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