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 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 of           (I.R.S.Employer Identification Number)
incorporation or organization)


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

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

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

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

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

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

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

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




                                       3


                              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, net ......................................2,251,038
      Notes receivable ..............................................   18,640
      Deferred taxes ................................................  324,873
      Income tax receivable .........................................  250,000
      Inventories....................................................   24,259
      Prepaid expenses and other assets..............................   43,444
           Total current assets .....................................3,803,963
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......................................................15,372,333
            Other assets ............................................  499,883

TOTAL ASSETS.......................................................$26,404,310

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...............................................5,286,222
           Total current liabilities ...............................28,580,720
Other liabilities
           Capital lease obligations ................................3,011,598
           Other liabilities ........................................1,017,511

TOTAL LIABILITIES..................................................$32,609,829

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................................................(38,834,140)
      Total Stockholders' Equity (Deficit)..........................(6,205,519)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)...............$26,404,310



                              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                        $13,121,964 ($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
    (Provision) Benefit for
     income taxes                    (4,000)          -      354,547          -
    Net (loss)                   (1,264,258) (3,032,065)  (2,152,724)(5,868,078)
    Net (loss) applicable to
    common stock                 (1,270,208) (3,038,015)  (2,158,674)(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)

                                                Six Months Ended
                                                   December 31,
                                        -----------------------------
                                             2000            1999
                                        -----------------------------
                                                          (Restated
                                                            -Note 2)
Operating activities:
Net Loss                                ($2,152,724)      ($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                       619,771           134,420
  Other assets                              223,652                 -
  Deferred taxes                           (324,873)                -
  Inventories                                 3,295           (31,979)
  Prepaid expenses                          (13,460)          (29,374)
  Accounts payable and accrued expenses   1,935,753           467,765
                                          ----------------------------
Net cash provided (used) by
operating activities                        726,968        (2,361,792)
                                          ----------------------------
Investing activities:
  Cash acquired in acquisition              272,382                 -
  Purchase of equipment                    (291,864)          (36,960)
                                          ----------------------------
Net cash (used) by investing
activities                                  (19,482)          (36,960)
                                          ----------------------------
Financing activities:
  Proceeds from issuance of stock                 -         2,088,327
  Payments under capital leases            (211,288)                -
                                         -----------------------------
 Net cash provided by financing
activities                                 (211,288)        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 Activities:
Effective September 1, 2000, the Company acquired 100% of the outstanding common
stock  of  Justice  Telecom  Corporation  in  exchange  for a  note  payable  of
$1,300,000 (Note 3).


                                      13




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  and six  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

A  portion  of the  Company's  telecommunications  business  provides  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.

The Company  also records  revenue at the time of customer  usage as it relates
to traffic that is carried on its switching facilities.

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  approximately  $15,000,000.   The  Company  recorded  no  related
amortization  from the  acquisition  date,  September 1, 2000 through  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 six months then ended,  are summarized as
follows:


      Reduction in accounts receivable and revenues          $ 4,725,548
      Reduction in accounts payable and accrued expenses       6,771,304
      Increase in interest expense                               411,600
      Increase in stock based compensation                     3,352,077
      Increase in extraordinary gains                            769,394
      Increase in common stock and APIC                        5,328,663
      Increase in common stock receivable                        250,000
      Reduction in capital lease obligations                     655,768

NOTE 3.  RECENT 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   approximately   $15,000,000.   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  $(24,776,757)  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  gained  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  $324,873  as of
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.  On a  consolidated
basis,  revenues  for the second  quarter of fiscal 2001 were  greater  than the
first quarter of fiscal 2001 by 35%, or $3,437,663. Justice contributed revenues
of $8,071,145, or 62%, the total Company revenues of $13,121,964 for the quarter
ended  December 31, 2000. The increases in revenues can be attributed to several
factors  first and foremost of which is the  addition of the JTC  network.  This
contributed  62% of the total  revenues for the quarter ended December 31, 2000.
In addition to this increased network capacity, TXCI was better able to position
itself to take  advantage of the  increased  capacity and add new  customers who
benefited from improved completion rates due to the additional network capacity.
Additionally,  a sales force focused on growing the wholesale business and debit
card  business  for  the  combined   companies  is  maturing  and   aggressively
contributing to the overall increase in revenue.

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.  The  increase  in  operating  costs  was
necessitated by the increase in the TXCI and JTC revenues.

Total  general and  administrative  expenses  increased by  $1,184,407  or 242%
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.   Certain  factors  were  particularly  contributory  towards  the
increase  in  TXCI's  General  &  Administrative   expenses.   These  were  the
increase in staffing for the customer  service  department that was established
to  provide  full  service  to our  wholesale  and  debit  card  customers.  In
addition,  travel expenses  increased by $15,107,  or 32%, as the management of
TXCI  spent  additional  time  at  the  JTC  offices.   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  without having
to continue retaining the services of telecommunication  business,  engineering
consultants  and legal  counsel for a variety of  projects,  including  the JTC
acquisition.  Further  reduction  in  legal  expenses  were the  result  of the
settlement  of several  matters  that were  still  pending  during the  quarter
ended  December  31,  1999.  The  quarterly  increase in  depreciation  relates
directly  to the JTC  acquisition,  and the  Company  recorded  no stock  based
compensation   charges   during  the  quarter  ended  December  31,  2000.  The
quarterly  decrease in interest  expense is due to the reduction of outstanding
notes  payable,  which was  somewhat  offset by  additional  interest  expenses
resulting from JTC's capital leases.

The  following  table  provides  the costs and  expenses  for the three  months
ended December 31, 2000 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 & administrative      $  700,985      $  836,348          $ 1,537,333
 Professional services         $   99,442      $   12,000          $   111,442
 Depreciation/amortization     $   16,246      $  253,062          $   269,308
 Stock based compensation      $        -      $        -          $         -
 Interest expense, net         $        -      $  134,328          $   134,328
    Total costs & 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 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.   Court  trial  was  held  in  October  2000.  The  tentative
decision of the court was that neither the  plaintiff  nor the  defendant had a
cause for a suit.  As of this  filing  the  Company  is  awaiting  the  written
decision  of the court  before  deciding  on  whether  to take an appeal of the
trial court 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 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 20, 2001        by:       /s/ Joseph Monterosso
                                  Joseph Monterosso, Chief Executive Officer &
                                              Director

Date: February 20, 2001        by:       /s/ Russell F. McCann, Jr.
                                  Russell F. McCann, Jr., Director

Date: February 20, 2001        by:       /s/Ralph Brandifino
                                  Ralph  Brandifino,  Chief Financial Officer