SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

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

For The Quarter Ended September 30, 1999             Commission File No.0-18224

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


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

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

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

          N/A                                                  N/A
(Former Address, if changed                            (Former Zip Code,
       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
                               September 30, 1999

    Preferred Stock Series B $2.00 par value; 35,193 shares outstanding as of
                               September 30, 1999

     Common Stock $.01 par value; 8,532,075 shares as of September 30, 1999


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


                                                                          PAGE
                                     PART I

Item 1. Financial Statements

         Consolidated Condensed Balance Sheet as of September 30,1999
            (unaudited)...................................................   1
         Consolidated Condensed Statements of Operations for the Three Months
            Ended
           September 30, 1999 and 1998 (unaudited)........................   2
         Consolidated Condensed Statements of Cash Flows for the
           Three Months Ended September 30, 1999 and 1998 (unaudited).....   3
         Notes to Consolidated Condensed Financial Statements.............   4

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

                                     PART II

Item 1. Legal Proceedings.................................................   9

Item 2. Changes in Securities.............................................  10

Item 3. Defaults Upon Senior Securities...................................  10

Item 4. Submission of Matters to a Vote of Security Holders...............  10

Item 5. Other Information.................................................  10

Item 6. Exhibits and Reports on Form 8-K..................................  10

Signatures................................................................  11



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

                      Consolidated Condensed Balance Sheet
                      As of September 30, 1999 (Unaudited)

                                                                 September 30,
                                                                      1999
                                                               (Restated-Note 2)
Current Assets:
      Cash and cash equivalents ..................................$   565,203
      Marketable securities ......................................     30,176
      Accounts receivable.........................................  2,996,764
      Inventories.................................................     30,453
      Prepaid expenses ...........................................    119,622
             Total Current Assets ................................  3,742,218

Fixed assets:
      Furniture and equipment ...................................    154,684
      Less accumulated depreciation .............................    (63,981)
            Total Fixed Assets, net ..............................    90,703
Other assets ....................................................      7,200
TOTAL ASSETS......................................................$ 3,840,121

Current Liabilities:
      Current portion of capital lease obligations ...............$   733,091
      Accounts payable............................................  5,474,549
      Notes payable...............................................  1,065,717
      Accrued expenses............................................  1,938,390
            Total Current Liabilities ............................  9,211,747

Long Term Liabilities:
      Long term capital lease obligations.........................      4,560
      Total Long Term Liabilities.................................      4,560
            Total Liabilities ....................................  9,216,307

Commitments and Contingencies

Stockholders' Equity (Deficit):
     Preferred stock - par value $.01; authorized
      1,000,000 shares; 14% cumulative convertible; issued
      and outstanding 170,000 shares
      (aggregate liquidation of $170,000).........................      1,700
     Preferred Stock Series B - par value $2.00;
      authorized, issued and outstanding 35,193 shares
      (aggregate liquidation of $300,000).........................     70,386
     Common stock - par value $.15; authorized 22,200,000 shares;
      8,532,075 shares issued and outstanding.....................  1,301,611
     Additional paid-in capital................................... 20,091,796
     Accumulated other comprehensive loss..........................  (100,145)
     Accumulated deficit..........................................(26,741,534)
       Total Stockholders' Equity (Deficit)...................   (  5,376,186)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)..............$ 3,840,121

  See accompanying notes to these consolidated condensed financial statements.

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

                 Consolidated Condensed Statements of Operations
    For the Three Month Period Ended September 30, 1999 and 1998 (Unaudited)

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

Revenues                                       $3,746,394  $ 272,576

Costs and expenses:
Operating costs                                5,607,336     287,025
General and administrative                       588,886     675,060
Professional services                             52,319     132,743
Depreciation and amortization                      8,175      29,815
Interest expense, net                                  -      24,000
Stock based compensation                         327,120           -

Total costs and expenses                      $6,583,836  $1,148,643

Net (loss)                                   $(2,837,442) $ (876,067)
Net (loss) applicable to
common stock                                 $(2,843,392) $ (882,017)
Basic and diluted net (loss)
per common share                             $     (0.34) $    (0.26)
Weighted average common
shares outstanding                              8,359,350  3,325,992



  See accompanying notes to these consolidated condensed financial statements.

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

                 Consolidated Condensed Statements of Cash Flows
    For the Three Month Period Ended September 30, 1999 and 1998 (Unaudited)


                                                         Three Months Ended
                                                            September 30,
                                                           1999         1998
                                                        (Restated-
                                                          Note 2)

Operating activities:
Net loss                                                $(2,837,442)  $(876,067)
Adjustments to reconcile net loss to net cash
used by operating activities:
Stock based compensation                                  327,120             -
Depreciation and amortization                               8,175        29,815
Increase (decrease) from changes in:
Marketable securities                                     (39,301)       73,435
Accounts receivable                                     (2,448,216)     127,194
Inventories                                               (30,453)       (2,961)
Prepaid expenses                                          (57,828)       (9,565)
Other assets                                                    -        (7,461)
Accounts payable and accrued expenses                   4,574,376       336,083
Deferred revenue                                                -        40,305
Net cash used by operating activities                    (503,569)     (289,222)
Investing activities:
Purchase of equipment                                     (14,179)      (51,974)
Net cash used by investing activities                     (14,179)      (51,974)
Financing activities:
Proceeds from issuance of stock                           510,000             -
Net cash provided by financing activities                 510,000             -

Net (decrease) in cash                                     (7,748)     (341,196)
Cash and cash equivalents, beginning of period            572,951        62,408

Cash and cash equivalents, end of period                $ 565,203   $  (278,788)

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




        See accompanying notes to these consolidated condensed financial

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

NOTE 1.  BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

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

Principles of Consolidation

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

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

Basis of Presentation

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

Management Estimates

The preparation of financial  statements in conformity with generally accepted
accounting  principles  requires  management to make estimates and assumptions
that affect the reported  amounts of assets and  liabilities and disclosure of
contingent assets and liabilities at the date of the financial  statements and
the reported  amounts of revenues and expenses  during the  reporting  period.
Actual results could differ from those estimates.

NOTE 1.  BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

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

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

Cash Equivalents

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

Fair Value of Marketable Securities

As of September  30, 1999,  marketable  equity  securities  consist of 650,292
shares of common stock of NuOasis  Resorts,  Inc., a stockholder.  The Company
has   classified   these  equity   securities   as   available-for-sale   and,
accordingly,  they are  presented  in the  accompanying  consolidated  balance
sheet at their  estimated  fair market value based on quoted  market prices as
of September  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
yea's taxable income for federal and state income tax reporting purposes.

NOTE 1.  BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reverse Stock Split

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

Accounting For Employee Stock Options

In October 1995, the Financial  Accounting  Standards  Board  ("FASB")  issued
SFAS No. 123,  "Accounting for Stock-Based  Compensation."  In conformity with
the  provisions of SFAS No. 123, the Company has  determined  that it will not
change to the fair value method  prescribed  by SFAS No. 123 and will continue
to follow  Accounting  Principles  Board  Opinion No. 25 for  measurement  and
recognition  of  employee  stock-based  transactions.   There  were  no  stock
options  granted to employees  during the year ended June 30, 1999, and during
the three months ended September 30, 1999.

Issuance of Stock for Services

Shares of the  Company's  common  stock  issued for  services  are recorded in
accordance  with SFAS No. 123 at the fair market  value of the stock issued or
the  fair  market  value  of the  services  provided  whichever  value is more
reliably measurable.

Loss Per Common Share

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

NOTE 2.  RESTATEMENT OF AMOUNTS PREVIOUSLY REPORTED

During the course of the audit of the financial  statements for the year ended
June 30,  2000,  there were several  transactions  identified  which  required
adjustment  to  the  consolidated  financial  statements.   Certain  of  these
adjustments  had  a  significant  impact  on  previously   reported  quarterly
financial  statements.   Accordingly,  the  Company's  quarterly  consolidated
financial  statements  have  been  restated.  The  significant  impact of such
adjustments  on  the  Company's   consolidated   financial  statements  as  of
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.  SIGNIFICANT QUARTERLY TRANSACTIONS

Stock Transactions with Blackstone Calling Cards, Inc.

In September 1999, the Company sold 140,000 shares of restricted  common stock
to Blackstone Calling Cards, Inc. ("Blackstone"),  a significant customer, for
cash proceeds  aggregating  $510,000.  Because the estimated fair market value
of the restricted  common stock sold to Blackstone  exceeded the cash purchase
price paid by  Blackstone  by the  aggregate  amount of $327,120,  the Company
recognized a corresponding  stock compensation charge during the quarter ended
September 30, 1999.


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

The  Registrant  incurred  net losses and negative  cash flows from  operating
activities  since its  inception  in 1987.  The  Registrant  had cash and cash
equivalents  of $565,203  as of  September  30,  1999,  and a working  capital
deficit of  $(5,469,529) as of September 30, 1999.

This Quarterly  Report on Form 10-QSB for the quarter ended September 30, 1999
(the "Form 10-QSB") contains certain  "forward-looking  statements" within the
meaning  of  Section  27A of the  Securities  Act of  1933,  as  amended  (the
"Securities Act"), and Section 21E of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act").  Forward-looking statements are statements other
than historical  information or statements of current  condition and relate to
future  events  or the  future  financial  performance  of the  Company.  Some
forward-looking  statements  may  be  identified  by  use  of  such  terms  as
"expects,"  "anticipates,"  "intends,"  "estimates,"  "believes"  and words of
similar import. These forward-looking  statements relate to plans,  objectives
and   expectations  for  future   operations.   In  light  of  the  risks  and
uncertainties  inherent in all such projected operation matters, the inclusion
of forward-looking  statements in this Form 10-QSB should not be regarded as a
representation  by the  Company or any other  person  that the  objectives  or
plans of the Company will be achieved or that any of the  Company's  operating
expectations  will  be  realized.  Revenues  and  results  of  operations  are
difficult to forecast and could differ  materially from those projected in the
forward-looking statements contained in this Form 10-QSB.

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

RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 1999 (restated-note 2)
and 1998

The Company's  revenues increased from $272,576 to $3,746,394 during the three
months ended  September 30, 1999 compared to the three months ended  September
30, 1998. This increase resulted  primarily from additional  contracts secured
by the  Company  during  the  current  quarter,  and is also the result of the
timing  of  when  activated   PIN's  were  actually  used  by  end  customers.
Quarterly operating costs also increased dramatically for the same reasons.

Total general and administrative  expenses decreased by $86,174, or 13% during
the quarter ended September 30, 1999,  compared to the same period last fiscal
year,  as the  Company  centralized  and  streamlined  certain  administrative
functions.  Professional  services  decreased by $80,424  during the September
30,  1999  quarter,  compared to the same  period  last  fiscal  year,  as the
Company  achieved the  settlement of certain  litigious  matters.  The Company
also  recognized  stock  compensation  charges of $327,120  during the quarter
ended  September  30,  1999,  as  the  Company  sold  140,000  shares  of  its
restricted common stock to Blackstone Calling Cards, Inc., a customer,  for an
aggregates  amount that was less than the  estimated  fair market value of the
related restricted common stock.


PART II: OTHER INFORMATION

Item 1. Legal Proceedings

      On August 28, 1998,  the Company was named in a lawsuit  (San  Francisco
Superior  Court Case No.  997548)  filed by Worldcom  Network  Services,  Inc.
("Worldcom")  to recover the sum of  $2,208,362  allegedly  due and owing as a
result  of a debt that the  Company  allegedly  guaranteed  on behalf of UNSI.
Although the Company denies liability on the guarantee,  the Company reached a
settlement with Worldcom in which the Company transferred  2,666,667 shares of
its  restricted  common stock to Worldcom.  In  exchange,  Worldcom  agreed to
release the Company  from any and all  liability,  known and unknown up to the
date of the related settlement agreement, which was November 3, 1999.

      On October 2, 1998,  Pickett  Communications,  Inc.  ("Pickett") filed a
complaint (San Francisco  Superior Court Case No. 998281) for monetary damages
and  challenged  the Company's  rights to use the HitLoTTo logo. In July 1999,
a  settlement  agreement  was  executed  that  requires the Company to release
218,036  shares of its  restricted  common  stock to  Pickett.  This stock had
previously  been issued to Pickett  pursuant to a contract  dated  October 14,
1997 in which the Company  agreed to pay  Pickett for  services it provided to
NPC.  The  Company  previously  refused to release  the common  stock,  as NPC
disputed certain charges, which it believed were unauthorized.

      On February 19, 1999,  Accountempts and RHI Management Resources filed a
complaint  (San  Francisco  Superior  Court  Case No.  301366)  for  breach of
contract  to  recover  approximately  $26,000  allegedly  due  and  owing  for
temporary  employment  services.  On July 27, 1999, a settlement agreement was
executed in which the Company agreed to pay an aggregate  amount of $24,000 at
the rate of $2,000 per month.

      On August 30, 1999, the  California  Labor  Commissioner  awarded Joseph
Arton  $34,426 in wages,  interest  and  penalties  based on claims  that this
individual  was an  employee  of the  Company.  As a result  of the  Company's
appeal filed on September  20,  1999,  Joseph Arton filed a related  complaint
(San Francisco  Superior  Court Case No.  306593).  The Company  contends that
Joseph  Arton  was not an  employee  of the  Company,  but was an  independent
contractor.  In  December  1999,  the Company  settled  this matter and issued
10,000 shares of its restricted stock.

      On November 10, 1998, the Company filed legal action (TotalAxcess,  Inc.
v. NuOasis  Resorts,  Inc;  Nona  Morelli's II, Inc.;  NuOasis  International,
Inc.;  Fred Luke, Jr.; Rocci Howe;  Steven H. Dong; John D. Desbrow;  Archer &
Weed;  Richard Weed) in San Francisco  Superior  Court,  Case No. 999131.  The
suit alleges  fraud and  misrepresentation  in the sale of  securities,  which
were not  qualified  for  sale  and  professional  malpractice  against  legal
counsel  representing  the Defendants in this  transaction.  On July 26, 1999,
NuOasis  Resorts,  Inc. and Nona  Morelli's II, Inc.  filed a cross  complaint
against the Company  alleging claims for breach of contract,  fraud,  material
misrepresentation   in  the  purchase  of  securities  and  libel,  and  seeks
rescission of certain  contracts and the  imposition of a  constructive  trust
over certain  securities.  Also on July 26, 1999,  Rocci Howe,  Fred Luke, Jr.
and Steven Dong filed cross  complaints  against the Company  alleging  claims
for breach of contract,  indemnity and libel.  All counsel have  stipulated to
a change in venue from San Francisco to Orange County Superior Court,  and the
San Francisco Court has  transferred the file to the Orange County Court.  The
Court  ordered that all claims the Company has against  Richard Weed are to be
arbitrated  and that this  arbitration  will not take  place  until  after the
trial.  Management  plans to  vigorously  pursue its complaint and defend each
cross complaint,  which it believes lack substantial  merit. The trial date is
presently scheduled for March 2001.



PART II: OTHER INFORMATION (CONTINUED)

      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.  The action is to
be tried in October 2000.

      On June 26, 1997, the Company filed a lawsuit (TotalAxcess.com,  Inc. v.
Network Long Distance,  Inc.) filed in the District Court,  City and County of
Denver,  Case No. 97 CV 4131,  Division  7. The  complaint  was filed  against
Network  Long  Distance,  Inc.  and their  transfer  agent to  compel  them to
release  shares of Network Long  Distance,  Inc.'s common stock (the "Shares")
that was  received by the Company in  connection  with a release of  liability
granted to NuOasis  Resorts,  Inc. Once the Shares were  properly  transferred
to the Company,  the Company  dismissed its claims as moot.  However,  Network
Long  Distance,  Inc.  (currently  known as Eclipse  Communications,  Inc.  or
"Eclipse")  continues to pursue the Shares through its counterclaims.  Eclipse
is claiming that it owns some or all of the Shares and is seeking  damages and
an  injunction  prohibiting  the  transfer  of  the  Shares.  In  response  to
Eclipse's  allegations,  management  has  indicated  that it  will  vigorously
contest the  litigation,  as it believes the case to be groundless and without
merit.  Should  Eclipse  prevail in this  matter,  it may be in a position  to
recover a  significant  portion of the stock at issue,  or the value  thereof,
plus 8% interest per annum from 1997 through  trial.  Although the Company has
been awarded a summary judgment, Eclipse has filed a notice of appeal.

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

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


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

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

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