SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                            FORM 10-QSB

            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             (I.R.S. Employer Identification Number)
 f 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
of1934 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 Series B $2.00 par value;  23,589 shares  outstanding as of
March 31, 2000

     Common Stock $.15 par value; 12,328,464 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 Months Ended
        March 31, 2000 and 1999  (unaudited)...................   2
        Consolidated Condensed Statements of Cash Flows for the
           Three 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..................................   7

                              PART II

Item 1. Legal Proceedings......................................   8


Item 2. Changes in Securities..................................   9
Item 3. Defaults Upon Senior Securities........................   9


Item 4. Submission of Matters to a Vote of Security Holders....   9

Item 5. Other Information......................................   9

Item 6. Exhibits and Reports on Form 8-K.......................   9


Signatures.....................................................
        10


<PAGE>


1

                              TOTALAXCESS.COM, INC.
                        (formerly, GROUP V CORPORATION.)
                      Consolidated Condensed Balance Sheet
                        As of March 31, 2000 (Unaudited)

                                                        March 31,
                                                            2000
                                                         (Unaudited)
Current Assets:
      Cash and cash equivalents ................................$  326,374
      Marketable securities ....................................    30,176
      Accounts receivable.......................................10,074,459
      Advances..................................................    (6,558)
      Inventories...............................................    29,853
      Prepaid expenses .........................................   165,605
            Total Current Assets ...............................10,619,909
Fixed assets:
 Furniture and equipment ........................................  341,563
      Less accumulated depreciation .....................          (80,331)
 Total fixed assets, net ......................................... 261,232
Other assets ....................................................    7,200
TOTAL ASSETS...................................................$10,888,341

Current Liabilities:
      Current portion of capital lease obligations ..............$ 698,091
      Notes Payable .............................................       --
      Accounts payable..........................................12,638,761
      Due to affiliates .........................................       --
      Deferred revenue...........................................       --
      Accrued expenses and accrued interest......................1,348,716
 Total Current Liabilities .....................................14,685,568
Long Term Liabilities:
Long term capital lease obligations............................... (32,387)
Notes payable ...................................................1,065,717
 Total Long Term Liabilities.....................................1,033,330
      Total Liabilities ........................................15,718,898
Commitments and Contingencies
Stockholders' Equity:
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;
   12,328,464shares issued and outstanding.......................1,762,786
Additional paid-in capital......................................21,268,735
Stockholders' receivables.......................................        --
Unrealized loss on marketable securities..........................(100,145)
Accumulated deficit............................................(27,834,019)
 Total Stockholders' Equity..................................   (4,830,557)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.....................$10,888,341
        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 Month Period Ended March31, 2000 and 1999
                                   (Unaudited)



                                                   Three Months Ended
                                                             March 31,
                                                   2000                    1999
                                                  (Unaudited)        (Unaudited)

Revenues                                          $5,293,486         $191,875

Costs and expenses:
Operating costs                                    5,141,978           185,090
General and administrative                           418,411           369,684
Professional services                                111,832            81,037
Depreciation and amortization                          8,175            29,815
Interest expense, net                                      0                 0
                                                  ----------         ---------
  Total costs and expenses                         5,680,396           665,626
                                                  ----------         ---------
Net (loss) from continuing operations               (386,910)         (473,751)
                                                  ----------         ---------
 Net (loss)                                        (386,910)         (473,751)
                                                  ==========         =========

Net (loss) applicable common stock                 (386,910)         (473,751)
                                                  ==========         =========
Basic and diluted net (loss)
per common share                                       (.04)             (.01)
                                                  ==========         =========
Weighted average common
shares outstanding                               10,501,195        94,191,215
                                                 ==========         =========



                              TOTALAXCESS.COM, INC.
                        (formerly, GROUP V CORPORATION.)
                 Consolidated Condensed Statements of Cash Flows
            For the Three Month Period Ended March 31, 2000 and 1999
                                   (Unaudited)


                                                       Three Months Ended
                                                             March 31,
                                                       2000             1999
                                                      (Unaudited)    (Unaudited)
Operating activities:
Net Loss                                               $(386,910)     $(290,735)
Adjustments to reconcile net loss to
      net cash used in operating activities:
  Depreciation and amortization                            8,175         29,815
Increase (decrease) from changes in:
  Marketable Securities                                       --             --
  Accounts receivable and advances                    (4,952,287)       (29,512)
  Inventories                                              1,887             --
  Prepaid expenses                                       (74,663)         5,533
  Other Assets                                            18,319             --
  Accounts payable, accrued
     expenses and interest                             4,630,984       (425,099)
  Deferred revenue                                            --             --
  Due to Officer                                              --             --
  Due to affiliate                                            --             --

Net cash used in operating                              (754,495)      (709,998)

Investing activities:
Proceeds from sale of securities                              --      1,003,119
Purchase of equipment                                   (170,389)       (58,214)

Net cash provided in investing activities               (170,389)       944,905

Financing activities:
Net cash provided from issuance of stock               1,049,506             --
Payments from stockholder's receivables                        --            --
Net cash provided from
      financing activities                             1,049,506             --

Net (decrease) increase in cash                          124,622        234,907

cash and cash equivalents, beginning of period           185,181          7,795

Cash and cash equivalents, end of period                 309,803        242,701

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

Non-cash investing and financing activities:
  Preferred Stock Series B converted to
     converted to common stock                         $      --        $    --
  Purchase of equipment via assumption
     of capital leases                                 $      --        $    --
  Purchase of NPC for Notes payable                    $      --        $    --
  Purchase of NPC for Accrued liability                $      --        $    --

  See accompanying notes to these consolidated condensed financial statements.



                              TOTALAXCESS.COM, INC.
                         (formerly, GROUP V CORPORATION)
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 2000
                                   (Unaudited)

Note 1. General

PRINCIPLES OF CONSOLIDATION

     The accompanying  consolidated  financial  statements for the quarter ended
March 31, 2000, include the accounts of  TotalAxcess.com,  Inc.,  National Pools
Corporation ("NPC"),  Lottery Publications  Corporation ("LPC"), Academy Network
Services,  Inc.  ("ANS"),  and Premier Plus, Inc. ("PPI").  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.
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.

REVENUE RECOGNITION

     The  Company's  telecommunication  services  provide  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.  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 immediately notifies its switching equipment
contractor to activate the related  PIN's.  Upon  activation  of the PIN's,  the
Company recognizes  revenue, as the risks and rewards of the activated PIN's are
transferred to the  customers/distributors  and,  generally,  no right of return
exists. The Company typically bills its customers/distributors as calls are made
using  activated  PIN's.  Sixty days after  activation of each PIN, any unbilled
amounts for each  activated  PIN are billed in full.  To adhere to the  matching
principle,   the  Company   accrues  for  the   estimated   cost  of   providing
telecommunication   services  for  activated   PIN's  at  the  time  revenue  is
recognized.


CASH EQUIVALENTS

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




FAIR VALUE OF FINANCIAL INSTRUMENTS

     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 June
30, 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

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  each of the years  ended June 30, 1999 and 1998 or 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.  The values of the services are typically  stipulated by contractual
agreements.

LOSS PER COMMON SHARE

     Loss per common share is computed based on the net loss for each period, as
adjusted for dividends  required on preferred  stock ($23,800 for each of Fiscal
1998  and  Fiscal  1997)  and the  weighted  average  number  of  common  shares
outstanding.  Common stock equivalents were not considered in the loss per share
calculations, as the effect would have been anti-dilutive.


NOTE 2. ACQUISITIONS

National Pools Corporation

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

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

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

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

     Closing on September 2, 1997, but effective  June 30, 1997, Mr.  Monterosso
exercised the Amended Option to purchase  21,959 Series B Shares,  at $72.20 per
share, by payment to NuOasis  Resorts of  approximately  $1,585,000.  The 21,959
Series B Shares acquired may be immediately  converted into 1,712,802  shares of
restricted  TotalAxcess.com,  Inc. common stock. Concurrent with the exercise of
the  Amended  Option,  TotalAxcess.com,   Inc.  released  NuOasis  Resorts  from
liability,  if any,  arising from any events while  NuOasis  Resorts  controlled
TotalAxcess.com,  Inc., in exchange for  approximately  $1,585,000 of marketable
securities.

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

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

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

     In  September  1997,  the  Company  agreed in  principle  to  acquire a 50%
convertible net profits interest ("Net Profits  Interest") in Universal  Network
Services, Inc. ("UNSI"). NPC's Chief Operating Officer, Mr. Dennis Houston, is a
shareholder  and officer of UNSI.  The Net Profits  Interest would have provided
the  Company  with up to 50% of UNSI's  net  operating  profit and  granted  the
Company the option to convert its Net Profits  Interest into an equity  interest
of up to 100% of UNSI's issued and outstanding common stock.  During the quarter
ended March 31, 1998, the Company  abandoned its  acquisition of the Net Profits
Interest in UNSI and recorded  $22,500 in related  professional  service expense
and in June 1998 terminated its employment  agreement with Mr. Houston.  UNSI is
an  interexchange  carrier  that  provided  telecommunications  services to both
residential  and business  customers  throughout  the United  States and certain
foreign countries. In August 1998, UNSI filed for protection under Chapter 11 of
the U.S. Bankruptcy code and has subsequently been liquidated under Chapter 7 of
the U.S. Bankruptcy Code.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONSLIQUIDITY AND CAPITAL
       RESOURCES
     The  Registrant  has  incurred  net  losses  and  negative  cash flows from
operating  activities  since its inception in 1987.  The Registrant had cash and
cash equivalents of approximately $356,550 and $242,701 as of March 31, 2000 and
1998,   respectively,   and  a  working  capital  deficit  of  $(4,066,030)  and
$(1,849,659) as of March 31, 2000 and 1998, respectively. The Company's revenues
increased from $191,875 to $5,293,486  between the quarters ended March 31, 1999
and 2000,  respectively.  This represents an increase of 2,659% in revenue. 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
relative to fiscal year 1998.

     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.

     Additionally,  management  announced in August 1999 the strategic  alliance
with licensed long distance carrier Comnet that will broaden their international
pre-paid network  services into Mexico.  The Company has been negotiating and is
prepared to move forward with additional strategic alliances' in Paraguay, India
and Italy that management believes will further increase revenues and cash flow.
The  Registrant  will also continue to search for  additional  sources of equity
financing through the private placement of its common stock.


RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED March  31, 2000 and 1999

     Total  general  and  administrative  expenses  increased  by $49,517 or 13%
during the quarter ended March 31, 2000, compared to the same period last fiscal
year,  as the  Company  expanded  its  operations  and  staffing  to support its
continuing growth.  Professional services increased by $30,795 or 38% during the
quarter  ended March 31, 2000,  compared to the same period last fiscal year, as
the  Company  felt it  necessary  to retain the  services  of  telecommunication
business and  engineering  consultants.  Investor  Relations  expense  increased
between  March 31, 1999 and 2000 from  $3,245 to  $113,356,  respectively.  This
3,339%  increase can be directly  attributed to the cost for preparing,  filing,
printing, mailing, processing and holding the annual shareholder's meeting.


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 trial date is set for July 2000. 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.

<PAGE>



     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  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.  At the  present  time,  related  legal
counsel has not yet received  responses to  discovery,  but the court has set an
evaluation conference for December 2, 1999.

     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.  In April 200 the Company  received a
summary judgment from the court on its motion to dismiss this litigation.
Subsequently, Eclipse filed an appeal within 20 day.

     Although there is no pending  litigation at the present time, 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.  In May 2000 the Company and Meyerson  reached a  settlement  in this
matter.
     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 it's 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  and  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.

           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  ration
           to Common Stock in the event of a stock split or reverse stock split,
           it  inadvertently  did not provide for the adjustment of the righting
           rights.   The  Company   currently  has  1,200  shares  of  Series  B
           Convertible  Preferred Stock issued and outstanding.  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.

           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.


<PAGE>


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

Number of Shares 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 Shares of
Preferred Stock              Prior to Proposal Three       After Proposal Three

Authorized:                          1,000,000                   1,000,000
Outstanding Series B                    23,589                      23,589
Outstanding 14% Preferred              170,000                     170,000


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



      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.




<PAGE>



      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:May 11, 2000                        By:/s/ Joseph Monterosso
                                       Joseph Monterosso, President and Director

Date:May 11, 2000                        By:/s/ Russell F. McCann, Jr.
                                            --------------------------
                                                Russell F. McCann, Jr., Director