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 December 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)
 of incorporation or organization)

201 Clay Street, Oakland, California                          94607
(Address of principal executive offices)                    (Zip Code)

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

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

                                       N/A
             (Former telephone number, if changed since last report)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                                 Yes X    No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

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

        Preferred Stock $.01 par value; 170,000 shares outstanding as of
                                December 31, 2000

      Preferred Stock Series B $2.00 par value; 0 shares outstanding as of
                                December 31, 2000

     Common Stock $.15 par value; 12,423,834 shares as of December 31, 2000



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

                                     INDEX


                                                                           PAGE
                                    PART I

Item 1. Financial Statements

        Consolidated Condensed Balance Sheet as of December 31, 2000
           (unaudited)....................................................   1
        Consolidated Condensed Statements of Operations for the
           Three and Six Months Ended December 31, 2000 and 1999
           (unaudited)....................................................   2
        Consolidated Condensed Statements of Cash Flows for the
           Three and Six Months Ended December 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.............................................   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



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

                      Consolidated Condensed Balance Sheet
                       As of December 31, 2000 (Unaudited)
                                                         December 31,
                                                            2000

Current Assets:
      Cash and cash equivalents .........................$ 891,709
      Accounts receivable ...............................2,251,038
      Notes receivable ..................................   18,640
      Deferred taxes ....................................  324,873
      Income tax receivable .............................  250,000
      Inventories........................................   24,259
      Prepaid expenses and other assets.................. (150,016)
           Total current assets .........................3,610,503
Fixed assets:
      Furniture and equipment ...........................7,252,191
      Less accumulated depreciation ..................... (524,060)
           Total fixed assets, net ......................6,728,131
Intangible and other assets:
      Goodwill, less accumulated amortization ..........15,451,463
            Other assets ................................  499,883

TOTAL ASSETS...........................................$26,289,979

Current Liabilities:
      Capital lease obligations ........................$1,748,572
      Accounts payable..................................16,932,180
      Customer deposits..................................   56,426
      Common stock payable...............................4,557,320
      Accrued expenses...................................5,092,760
           Total current liabilities ...................28,387,258
Other liabilities
           Capital lease obligations ....................3,011,598
           Other liabilities ............................1,017,511

TOTAL LIABILITIES......................................$32,416,367

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.........1,866,117
Additional paid-in capital..............................31,010,804
Common stock subscription receivable..................... (250,000)
Accumulated deficit....................................(38,755,010)
      Total Stockholders' Equity (Deficit)..............(6,126,389)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)...$26,989,979


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

                 Consolidated Condensed Statements of Operations
      For the Three and Six Month Periods Ended December 31, 2000 and 1999
                                   (Unaudited)





                                   Three Months Ended       Six Months Ended
                                     December 31,             December 31,
                                  2000        1999         2000       1999
                                            (Restated               (Restated
                                            -Note 2)                 -Note 2)

Revenues                        $13,121,96 ($1,753,930) $22,806,265 $1,992,464

Costs and expenses:
  Operating costs                12,192,823 (2,347,739)  21,661,711  3,259,597
  General and administrative      1,674,321    489,914    2,704,700  1,077,371
  Professional services             111,442    129,500      332,467    181,819
  Depreciation and amortization     269,308      8,175      435,554     16,350
  Stock based compensation                0  3,352,077            0  3,679,197
  Interest expense, net             134,328    415,602      179,104    415,602

    Total costs and expenses    14,382,222   2,047,529   25,313,536  8,629,936
    Net (loss) before
    extraordinary item          (1,260,258) (3,801,459)  (2,507,271)(6,637,472)
    Extraordinary Item                   -     769,394            -    769,394
    Benefit for income taxes             -           -      358,546          -
    Net (loss)                  (1,260,258) (3,032,065)  (2,148,725)(5,868,078)

    Net (loss) applicable to
    common stock               ($1,264,258)($3,038,015) ($2,152,724)($5,874,028)
    Basic and diluted net (loss)
    per common share                ($0.10)     ($0.34)      ($0.17)     ($0.67)
    Weighted average common
    shares outstanding          12,423,834    9,052,595  12,423,834   8,705,972
     EBITDA                      $(856,622) $(3,023,890)$(1,892,612) $5,851,728)


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

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

                                         Three Months Ended
                                             December 31,
                                      -------------------------
                                           2000         1999
                                      -------------------------
                                                    (Restated
                                                      -Note 2)
Operating activities:
Net Loss                               $(1,264,258)  $(5,868,078)
Adjustments to reconcile net loss
to net cash provided (used) in
operating activities:
  Stock-based compensation                       -     3,679,197
  Extraordinary items                            -      (769,394)
  Depreciation and amortization            435,554        16,350
Increase (decrease) from changes in:
  Marketable Securities                          -        39,301
  Accounts receivable                    1,189,185       134,420
  Other assets                             223,652             -
  Deferred taxes                          (324,873)            -
  Inventories                                3,295       (31,979)
  Prepaid expenses                         180,000       (29,374)
  Accounts payable and accrued
   expenses                                213,668       467,765
                                      ---------------------------
Net cash provided (used) by
operating activities                       656,223    (2,361,792)
                                      ---------------------------
Investing activities:
  Cash acquired in acquisition             272,382             -
  Purchase of equipment                   (432,407)      (36,960)
                                      ---------------------------
Net cash provided (used) by
investing  activities                     (160,025)      (36,960)
                                      ---------------------------
Financing activities:
  Proceeds from issuance of stock                -     2,088,327
                                      ---------------------------
 Net cash provided by financing
 activities                                      -     2,088,327
                                      ---------------------------

Net increase (decrease) in cash             496,198     (310,425)
Cash and cash equivalents,
 beginning of period                       $395,511     $572,951
Cash and cash equivalents, end of
 period                                    $891,709     $262,526
                                            ====================
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Income taxes                                 $    -     $      -
Interest                                     $    -     $      -
Non-cash Investing and Financing Activites:


 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  December 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,  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 quarter ended  December 31, 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  December  31,
2000.   However,   during  the  three  months  ended  December  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   no
compensation charges during the quarter ended December 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.



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 December  31, 1999,  and for the three  months then ended are  summarized
as follows:

      Increase in stock based compensation     $3,352,077
      Decrease in accounts payable                199,434
      Decrease in accrued expenses                473,007
      Increase in common stock and APIC         4,952,092

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  December 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  Registrant  incurred  net losses and  negative  cash flows from  operating
activities  since  its  inception  in 1987.  The  Registrant  had cash and cash
equivalents  of  $891,709  as of  December  31,  2000,  and a  working  capital
deficit of  $(24,776,755)  as of December  31,  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.  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,  but not for the quarter ended  December 31,
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 December 31, 2000 increased by
388%, or $6,804,749,  over the quarter ended December 31, 1999. Revenues for the
second quarter of fiscal 2001 were greater than the first quarter of fiscal 2001
by 35%, or $3,473,363.  Justice contributed revenues of $8,071,145,  or 62%, the
total Company revenues of $13,121,964 for the quarter ended December 31, 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 and Six Months Ended December 31, 2000 and 1999
(restated - Note 2)

The Company's revenues  increased from $(1,753,930) to $13,121,964  between the
three months ended December 31, 1999 and 2000,  respectively.  This  represents
an increase of 848% in overall  revenues for the quarter.  The following  table
represents the revenue  contributions  for each  TotalAxcess and JTC during the
quarter ended December 31, 2000 and in aggregate:




                                                                      Current
                   Current     Percent of   Prior        Percent of   Qtr
                   Quarter     Current      Quarter      Prior        Percentage
                    Ended      Qtr          Ended        Qtr          Increase
                 December 31,  Total        December 31, Total        Over Prior
    REVENUE         2000       Revenue      1999         Revenue      Qtr
------------------------------------------------------------------------------
 TotalAxcess     $ 5,050,819    38%     $(1,753,930)      100%          388%
 JTC             $ 8,071,145    62%     $         -         0%

 Combined Totals $13,121,964            $(1,753,930)      848%



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

Total  operating  costs  increased  by  $14,540,562  or 619% during the quarter
ended  December  31,  2000,  compared  to the same  period  last  fiscal  year.
$6,581,450  of this  increase can be  attributed  the  operating  cost for JTC.
TXCI's operating costs increased from  $(2,347,739) to $5,611,373,  an increase
of $7,959,112 or 339% during the quarter ended  December 31, 2000,  compared to
the same period last fiscal year.

Total  general and  administrative  expenses  increased by  $1,047,419  or 214%
during the quarter  ended  December 31, 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  decreased by $(18,058) during the quarter
ended  December 31, 2000,  compared to the same period last fiscal year, as the
Company was able to focus on the  development  of new business  resulting  from
the JTC  acquisition.  The  quarterly  increases  in  depreciation  expense and
interest  expense  relates  directly  to the JTC  acquisition,  and the Company
recorded  no  stock  based  compensation   charges  during  the  quarter  ended
December 31, 2000.

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




                                                                    Combined
                                TXCI            JTC                 Total
         Costs and expenses:
           Operating costs   $5,611,373      $6,581,450          $12,192,823
           General and
           administrative    $  700,985      $  836,348          $ 1,537,333
           Professional
            services         $   99,442      $   12,000          $   111,442
           Depreciation and
           amortization      $   16,246      $  253,062          $   269,308
           Stock based
           compensation      $        -      $        -          $         -
           Interest expense,
           net               $        -      $  134,328          $   134,328
             Total costs and           $
                    expenses $6,428,046      $7,817,188          $14,245,234



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 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.

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.


PART II: OTHER INFORMATION (continued)

 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

None.



                                  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:February 14, 2000                            by:/s/ Joseph Monterosso
                                      Joseph Monterosso, Chief Executive Officer
                                                            & Director

Date:February 14, 2000                            by:/s/ Russell F. McCann, Jr.
                                                Russell F. McCann, Jr., Director

Date:February 14, 2000                            by:/s/Ralph Brandifino________
                                            Ralph  Brandifino,  Chief
                                                            Financial Officer