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 September 30, 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;170000 shares outstanding as of September 30,2000

         Preferred          Stock Series B $2.00 par value; 0 shares outstanding
                            as of September 30, 2000

     Common Stock $.15 par value; 12,423,834 shares as of September 30, 2000



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

                                      INDEX

                                                                            PAGE
                                     PART I

Item 1. Financial Statements

 Consolidated Condensed Balance Sheet as of September 30, 2000 (unaudited).    1
 Consolidated Condensed Statements of Operations for the Three Months
  Ended September 30, 2000 and 1999  (unaudited)...........................    2
 Consolidated Condensed Statements of Cash Flows for the
  Three Months Ended September 30, 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.............................................    8

                                                    PART II

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

Item 2. Changes in Securities..............................................   12

Item 3. Defaults Upon Senior Securities....................................   12

Item 4. Submission of Matters to a Vote of Security Holders................   12

Item 5. Other Information..................................................   12

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


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


  See accompanying notes to these consolidated condensed financial statements.

                                        3


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

                      Consolidated Condensed Balance Sheet
                      As of September 30, 2000 (Unaudited)
                                                                   September 30,
                                                                        2000

Current Assets:
        Cash and cash equivalents .................................$    695,015
        Accounts receivable .......................................   9,305,444
        Notes receivable ..........................................      18,640
        Deferred taxes ............................................     324,873
        Income tax receivable .....................................     250,000
        Inventories................................................      24,259
        Prepaid expenses and other assets..........................      23,100
                                                                   ------------
               Total current assets ...............................  10,641,331
                                                                   ------------
Fixed assets:
        Furniture and equipment ...................................  10,219,341
        Less accumulated depreciation .............................    (254,752)
                                                                   ------------
               Total fixed assets, net ............................   9,964,590
                                                                   ------------
Intangible and other assets:
        Goodwill, less accumulated amortization ...................  15,604,246
            Other assets ..........................................   2,145,256
                                                                   ------------

TOTAL ASSETS.......................................................$ 38,355,422
                                                                   ============

Current Liabilities:
        Capital lease obligations .................................$  1,750,244
        Accounts payable...........................................  30,283,188
        Customer deposits..........................................      56,426
        Common stock payable.......................................   4,557,320
        Accrued expenses...........................................   2,295,361
                                                                   ------------
               Total current liabilities ..........................  38,942,539
                                                                   ------------
Other liabilities
           Capital lease obligations ..............................   3,212,199
           Other liabilities ......................................   1,017,511
                                                                   ------------

TOTAL LIABILITIES..................................................$ 43,172,249
                                                                   ------------

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..........................   1,863,575
Additional paid-in capital.........................................  31,046,404
Common stock subscription receivable...............................    (250,000)
Accumulated deficit................................................ (37,478,506)
                                                                   ------------
        Total Stockholders' Equity (Deficit).......................  (4,816,827)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)...............$ 38,355,422
                                                                   ============



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

                 Consolidated Condensed Statements of Operations
    For the Three Month Periods Ended September 30, 2000 and 1999 (Unaudited)




                                                              Three Months Ended
                                                                   September 30,
                                                            2000            1999
                                                            ----            ----

  Revenues                                           $9,684,301      $3,746,394
                                                     -----------     ----------

  Costs and expenses:
   Operating costs                                    9,298,294       5,607,336
   General and administrative                         1,014,641         588,886
   Professional services                                227,025          52,319
   Depreciation and amortization                        166,246           8,175
   Stock based compensation                                   0         327,120
   Interest expense, net                                 44,776               0
                                                         ------               -

          Total costs and expenses                   10,750,982       6,583,836
                                                     ----------       ---------

       Net(loss) before benefit for income taxes     (1,066,681)     (2,837,442)

       Benefit for income taxes                         358,546               -

       Net (loss)                                      (708,135)     (2,837,442)

       Net (loss) applicable to common stock          ($714,085)    ($2,843,392)
                                                      ==========    ============

       Basic and diluted net (loss) per common share     ($0.06)         ($0.34)

       Weighted average common shares outstanding    12,423,834       8,359,350

       EBITDA                                        $ (855,658)     (2,829,267)


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

                 Consolidated Condensed Statements of Cash Flows
    For the Three Month Period Ended September 30, 2000 and 1999 (Unaudited)

                                                    Three Months Ended
                                                        September 30,
                                      ------------------------------------------
                                                     2000                  1999
                                      ------------------- ----------------------
                                                               (Restated-Note 2)
Operating activities:
Net Loss                                  $     (708,135)           $(2,837,442)
Adjustments to reconcile net loss
 to net cash provided (used) in
 operating activities:
  Stock-based compensation                             -                327,120
  Depreciation and amortization                  166,246                  8,175
Increase (decrease) from changes in:
  Marketable Securities                                -                (39,301)
  Accounts receivable                            552,381             (2,448,216)
  Other assets                                   174,492                      -
  Deferred taxes                                (324,873)                     -
  Inventories                                      3,295                (30,453)
  Prepaid expenses                               (20,828)               (57,828)
  Accounts payable and accrued expenses          199,635              4,574,376
                                          ---------------     ------------------
Net cash provided (used) by
 operating activities                             42,213               (503,569)
                                          ---------------     ------------------
Investing activities:
  Cash acquired in acquisition                   272,382                      -
  Purchase of equipment                          (15,091)               (14,179)
                                          ---------------     ------------------
Net cash provided (used) by
 investing activities                            257,291                (14,179)
                                          ---------------     ------------------
Financing activities:
  Proceeds from issuance of stock                      -                510,000
                                          ---------------    -------------------
Net cash provided by financing activities              -                510,000
                                          ---------------    -------------------
Net increase (decrease) in cash                  299,504                 (7,748)
Cash and cash equivalents,
     beginning of period                 $       395,511     $          572,951
Cash and cash equivalents,
     end of period                       $       695,015     $          565,203
                                         ================    ===================
Supplemental  Disclosure  of Cash Flow  Information  Cash paid during the period
for:
Income taxes                             $             -      $               -
Interest                                 $             -      $               -
Non-cash Investing and Financing Activities:
During the quarter  ended  September 30, 2000,  the Company  acquired all of the
outstanding common stock of Justice Telecom Corporation (Note 3).



  See accompanying notes to these consolidated condensed financial statements.


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. They also include the accounts of Justice
Telecom Corporation ("JTC") from the date of its acquisition, which is September
1, 2000.

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 three  months ended  September  30, 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, 2000 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.


Note 1.  business and significant accounting policies (CONTINUED)

Revenue Recognition

The Company's telecommunication services provide personal identification numbers
("PIN's") for its customers,  who are primarily  distributors  of pre-paid phone
cards. The PIN's are pre-numbered  code combinations that are imprinted on these
cards by the customers. 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 they are ultimately
used  by the  end  consumer.  When  cards  are  ready  for  distribution  to end
consumers,  customers  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.

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 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.

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.

Amortization of Intangible Assets

In  connection  with the  acquisition  of JTC (Note  3),  the  Company  recorded
goodwill of $15,604,246. The Company recorded no related amortization during the
September 2000, as management has not yet completed its analysis to determine an
appropriate estimated useful life.

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.

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.




Note 1.  business and significant accounting policies (CONTINUED)

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 three months ended September 30, 2000. However,  during the
three months ended  September 30, 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 no  compensation  charges during the quarter ended September
30, 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.


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 for fiscal 2000 have been restated.  The  significant  impact of such
adjustments on the Company's  consolidated  financial statements as of September
30, 1999, and for the three months then ended are summarized as follows:

        Increase in stock based compensation                     $     327,120
        Increase in general and administrative expenses                 73,067
        Increase in accounts receivable                                359,780
        Increase in accrued expenses                                   373,695
        Increase in common stock and APIC                              422,783

NOTE 3.  QUARTERLY DEvelopments

In August  2000,  the Company  entered  into a stock  purchase  agreement  ("The
Agreement") with Justice Holdings  Corporation  ("JHC").  Under the terms of the
Agreement, JHC agreed to sell TotalAxcess all the issued and outstanding capital
stock of Justice  Telecom  Corporation  ("JTC"),  which JHC owned 100% of at the
time of the acquisition.  JTC, a California  corporation,  is in the business of
providing  wholesale  telecommunications  services to a wide array of customers.
The  Agreement  provided  for an aggregate  purchase  price that  included  cash
consideration  of $1.00 (One Dollar) and note  consideration  of $1,300,000 (One
Million Three Hundred Thousand Dollars) payable to JTC.

The  Company  accounted  for  the  acquisition  using  the  purchase  method  of
accounting.  The cost of the  acquisition was allocated on the basis of the fair
market value of the assets acquired and the liabilities assumed. The liabilities
assumed included  outstanding carrier payables and other costs, such as employee
termination  costs. The excess of the  consideration  given over the fair market
value of the net assets  acquired has been recorded as goodwill of  $15,604,246.
However,  the purchase price  allocation for this acquisition is preliminary and
further  refinements  are  likely to be made  based on the  completion  of final
valuation studies.

The operating  results for JTC have been included in the Consolidated  Condensed
Statements of Operations from the date of the acquisition, which is September 1,
2000.




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

This  Quarterly  Report on Form 10-QSB for the quarter ended  September 30, 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  Registrant  incurred  net losses  and  negative  cash flows from  operating
activities  since  its  inception  in  1987.  The  Registrant  had cash and cash
equivalents of $695,015 as of September 30, 2000, and a working  capital deficit
of  $(28,301,208) as of September 30, 2000.  Management's  plans with respect to
its working capital deficiency are described below.

The Company  expects to continue  increasing  its revenues and cash flow through
the continued  wholesale  distribution  and sale of pre-paid  calling cards, One
Plus  long  distance  service  and  additional  services,  such as point of sale
terminals.  Additionally,  the Company  expects  that the JTC  acquisition  will
further increase revenues and cash flows by a significant  amount.  JTC expected
to  record  $60  million  in  revenues  in  2000  prior  to  being  acquired  by
TotalAxcess.

Through the  acquisition of JTC, the Company expects to gain contracts with over
50 carriers,  a CISCO  powered  network for voice over IP,  strategic  satellite
direct  routing  to some of the  highest  demand  countries  for  long-distance,
including Mexico,  Philippines and Panama, with several other additions planned.
Additionally  the  Company  will gain  bi-coastal  switching  facilities  in key
locations:  One Wilshire,  Los Angeles,  California  and 60 Hudson,  New York, a
proprietary  enterprise  management  software  (labeled  "Pipeline") for carrier
business  management;  and an expert technical team composed of nearly two dozen
individuals with over 100 years of combined training and experience.

TotalAxcess  will continue  expanding its network in Latin America and will lead
the integration of voice and data products in Africa through network  deployment
in major  centers.  Justice is currently the worldwide  leader in convergence in
Latin  America and was one of the first telcos to use Internet  Protocol (IP) to
build a 100%  packet-switched  network  between its U.S.  facilities and capital
cities in Chile, Argentina and Peru.

The  Company  recorded a deferred  tax asset in the amount of  $358,546  for the
quarter  ended  September  30, 2000.  Management  believes that the deferred tax
asset is  realizable  through net income  expected to be earned  during the year
ended June 30, 2001.  Company's ongoing  integration of TotalAxcess and JTC will
continue  to  create  the   efficiencies  and  economies  of  scale  which  were
anticipated  when the  acquisition of JTC was undertaken  which further  support
this position. As a result of such efficiencies,  management expects the Company
to be profitable  for fiscal 2001, and expects the Company to be able to utilize
certain of its net operating loss carry forwards ("NOL's").


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

TotalAxcess' revenues for the quarter ended September 30, 2000 increased by 64%,
or $2,402,366, over the quarter ended September 30, 1999. Revenues for the first
quarter of fiscal 2001 were  greater  than the fourth  quarter of fiscal 2000 by
38%, or $1,700,381.  Justice  contributed  revenues of  $3,535,541,  or 37%, the
total Company revenues of $9,684,301 for the quarter ended September 30, 2000.

These  results   support  the   expectations  of  management  that  as  more  of
TotalAxcess'  traffic  is  transferred  to JTC's less  costly  and more  diverse
network even larger efficiencies and increased profitability can be anticipated.

RESULTS OF OPERATIONS

Comparison of the Three Months Ended  September 30, 2000 and 1999
(restated Note 2)

The Company's revenues increased from $3,746,394 to $9,684,301 between the three
months ended  September  30, 1999 and 2000,  respectively.  This  represents  an
increase  of 158% in overall  revenues  for the  quarter.  The  following  table
represents the revenue  contributions  for each  TotalAxcess  and JTC during the
quarter ended September 30, 2000 and in aggregate:




                                    Percent                              Current
                                      of                     Percent       Qtr
                        Current     Current   Prior Quarter  of Prior    Percent
                     Quarter Ended  Qtr Total    Ended      Qtr Total   Increase
                     September 30,  Revenue   September 30,  Revenue       over
                                                                           Prior
REVENUE                  2000                     1999                     Qtr
--------------------------------------------------------------------------------
TotalAxcess            $ 6,148,760    63%   $ 3,746,394       100%         64%
 (three months)
JTC (one month)        $ 3,535,541    37%   $         -         0%
                       ------------         ------------
     Combined Totals   $ 9,684,301          $ 3,746,394                   158%
                       ============         ============



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

Total  operating  costs  increased by $3,690,958 or 66% during the quarter ended
September 30, 2000, compared to the same period last fiscal year.  $3,418,601 of
this increase can be attributed  the operating  cost for JTC.  TXCI's  operating
costs  increased from  $5,607,336 to  $5,879,693,  an increase of $272,357 or 5%
during the quarter ended  September  30, 2000,  compared to the same period last
fiscal year.

Total general and  administrative  expenses  increased by $425,755 or 72% during
the quarter ended  September  30, 2000,  compared to the same period last fiscal
year, as the Company expanded its operations, staffing and facilities to support
its  continuing   growth  either   internally  or  with  the  JTC   acquisition.
Professional  services  increased by $174,706 during the quarter ended September
30, 2000,  compared to the same period last fiscal year, as the Company retained
the services of telecommunication  business,  engineering  consultants and legal
counsel for a variety of projects,  including the JTC acquisition. The quarterly
increases in  depreciation  expense and interest  expense relate directly to the
JTC acquisition,  and the Company recorded no stock based  compensation  charges
during the quarter ended September 30, 2000.

The following  table  provides the costs and expenses as they relate to TXCI and
JTC, respectively:




                                TXCI              JTC             Combined Total
Costs and expenses:
  Operating costs           $ 5,879,693       $  3,418,601          $9,298,294
  General & administrative  $   781,675       $    232,966          $1,014,641
  Professional services     $    25,025       $      2,000          $  227,025
  Depreciation and
   amortization             $    16,246       $    150,000          $  166,246
  Stock based compensation  $         -       $          -          $        -
  Interest expense, net     $         -       $     44,776          $   44,776

   Total costs and expenses $ 6,902,639       $  3,848,343          $10,750,982
                           ============       ============          ===========


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.  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 our June 30, 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 was held in October
2000; as of this filing the Company has not received the court's ruling.

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.

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 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.


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.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

        EXHIBIT NO.          DESCRIPTION
               27            Financial Data Schedule



                                   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:November 15, 2000        by:            /s/ Joseph Monterosso
                                 -----------------------------------------------
                                    Joseph Monterosso, Chief Executive Officer
                                                                      & Director

Date:November 15, 2000        by:         /s/ Russell F. McCann, Jr.
                                 -----------------------------------------------
                                       Russell F. McCann, Jr., Director

Date:November 15, 2000        by:       _/s/Ralph Brandifino   _             _
                                 -----------------------------------------------
                                     Ralph Brandifino, Chief Financial Officer