SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

For The Quarter Ended March 31, 2001               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                          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 March 31, 2001

Preferred Stock Series B $2 par value; 0 shares outstanding as of March 31, 2001

       Common Stock $.15 par value; 12,423,834 shares as of March 31, 2001



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

                                      INDEX


                                                                            PAGE
                                     PART I

Item 1. Financial Statements

 Consolidated Condensed Balance Sheet as of March 31, 2001(unaudited).....   1
 Consolidated Condensed Statements of Operations for the Three
  and Nine Months Ended March 31, 2001 and 2000 (unaudited)...............   2
 Consolidated Condensed Statements of Cash Flows for the
  Nine Months Ended March 31, 2001 and 2000 (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 March 31, 2001 (Unaudited)
                                                                       March 31,
                                                                          2001

Current Assets:
      Cash and cash equivalents ................................$       358,578
      Accounts receivable, net ..................................     3,784,448
      Notes receivable ..........................................        18,640
      Deferred taxes ............................................       324,873
      Income tax receivable .....................................       250,000
      Inventories................................................        24,259
      Prepaid expenses and other assets..........................        87,867
                                                                 --------------
           Total current assets .................................     4,848,665
                                                                      ---------
Fixed assets:
      Furniture and equipment ...................................     7,250,191
      Less accumulated depreciation .............................      (793,368)
                                                                 --------------
           Total fixed assets, net ..............................     6,456,823
                                                                      ---------
Intangible and other assets:
      Goodwill...................................................    15,372,333
            Other assets ........................................       499,883
                                                                 --------------

TOTAL ASSETS....................................................$    27,177,704
                                                                ===============

Current Liabilities:
      Capital lease obligations .................................$    1,749,338
      Accounts payable...........................................    18,714,900
      Customer deposits..........................................        56,426
      Common stock payable.......................................     4,557,320
      Accrued expenses...........................................     5,274,757
                                                                      ---------
           Total current liabilities ............................    30,352,740
                                                                     ----------
Other liabilities
           Capital lease obligations ............................     3,011,598
           Other liabilities ....................................     1,017,511
                                                                      ---------

TOTAL LIABILITIES................................................$   34,381,849
                                                                 --------------

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..............................................   (39,832,768)
                                                                    -----------
      Total Stockholders' Equity (Deficit).......................    (7,204,146)
                                                                     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT).............   $27,177,703
                                                                    ===========



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

                 Consolidated Condensed Statements of Operations
       For the Three and Nine Month Periods Ended March 31, 2001 and 2000
                                   (Unaudited)




                                   Three Months Ended         Nine Months Ended
                                        March 31,                March 31,
                                   2001       2000            2001       2000
                                   ----       ----            ----       ----
                                            (Restated                 (Restated
                                            -Note 2)                    -Note 2)

Revenues                       $7,128,282    $130,760  $29,934,54    $2,123,224
                               ----------------------- ------------------------

Costs and expenses:
  Operating costs               6,287,994     144,455   27,776,446    3,404,052
  General and administrative    1,516,351     439,674    4,280,004    1,512,868
  Professional services            17,005     156,719      350,945      338,538
  Depreciation & amortization     269,308       8,175      704,862       24,525
  Stock based compensation              0     198,141            0    3,877,338
  Interest expense, net           134,328   7,669,197      313,432    8,084,799
                                  -------   ---------      -------    ---------

     Total costs and expenses   8,224,986   8,616,361   33,425,689   17,242,120
                                ---------   ---------   -----------------------
    Net (loss) before
    extraordinary item         (1,096,704) (8,485,601)  (3,491,142) (15,118,896)
    Extraordinary Item                  -           -            -      769,394
    Benefit for income taxes      (13,600)          -      340,946            -
    Net (loss)                 (1,110,304) (8,485,601)  (3,150,196) (14,349,502)
    Net (loss) applicable to
     common stock             ($1,096,703) ($8,491,551 ($3,491,142)($14,355,452)
                              ============ =========== =========================
    Basic and diluted net
    (loss)per common share         ($0.09)      ($0.71)     ($0.28)      ($1.47)
                                   -------      -------     -------      -------
    Weighted average common
    shares outstanding         12,423,834   11,933,630  12,423,834    9,774,677
                               ==========   ==========  ==========    =========

    EBITDA                      $(693,067)   $(788,229)$(2,472,848) $(7,778,966)




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

                 Consolidated Condensed Statements of Cash Flows
       For the Nine Month Period Ended March 31, 2001 and 2000 (Unaudited)

                                                          Nine Months
                                                             Ended
                                                            March 31,
                                                    --------------------------
                                                      2001            2000
                                                    --------------------------
                                                                (Restated-Note2)
  Operating activities:
  Net Loss                                        (3,150,196)      (14,349,502)
  Adjustments to reconcile net loss to net cash
  provided (used) in operating activities:
    Interest Expense                                       -         8,084,799
    Stock-based compensation                               -         3,877,338
    Extraordinary items                                    -          (769,394)
    Depreciation and amortization                    704,862            24,525
  Increase (decrease) from changes in:
    Accounts receivable                             (913,639)          548,548
    Other assets                                     223,652                 -
    Deferred taxes                                  (324,873)                -
    Inventories                                        3,295           (27,929)
    Prepaid expenses                                 (57,883)         (104,019)
    Accounts payable and accrued expenses          3,705,853           593,967
                                                    --------------------------
  Net cash provided (used) by operating activities   191,071        (2,121,667)
                                                    --------------------------
  Investing activities:
    Cash acquired in acquisition                     272,382                 -
    Purchase of equipment                           (289,864)         (211,172)
                                                    --------------------------
  Net cash (used) by investing activities            (17,482)         (211,172)
                                                    --------------------------
  Financing activities:
    Proceeds from issuance of stock                        -         2,088,327
    Payments under capital leases                   (210,522)                -
                                                    --------------------------
  Net cash provided by financing activities         (210,522)        2,088,327
                                                    --------------------------
  Net increase (decrease) in cash                    (36,933)         (244,512)
  Cash and cash equivalents, beginning of period     395,511           572,951
  Cash and cash equivalents, end of period           358,578           328,439
                                                    ==========================
  Supplemental Disclosure of Cash Flow Information Cash paid during the period
  for:
    Income taxes                                    $      -       $     4,891
  Non-cash Investing and Financing Activities:
    Note payable converted to common stock          $      -       $ 1,065,717
    Stock payable in connection with note payable
     conversion                                     $      -       $ 4,557,320
    Accrued litigation costs settled for common
     stock                                          $      -       $   876,798
    Preferred Stock Series B converted to common
     stock                                          $      -       $    70,386
    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).



                                       10




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 nine months ended March 31, 2001.
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  March 31,
2001,  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 March 31,  2001.  However,  during the
three months ended March 31, 2001, 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 March 31, 2001.

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 March 31, 2000, and for the
nine months then ended are summarized as follows:

      Reduction in accounts receivable and revenues             $  10,074,459
      Reduction in accounts payable and accrued expenses           12,211,188
      Increase in interest expenses                                 8,084,799
      Increase in stock based compensation                          3,877,338
      Increase in extraordinary gains                                 769,394
      Increase in common stock payable                              4,557,320
      Reduction in notes payable                                    1,065,717
      Reduction in preferred stock                                     70,386
      Increase in common stock and APIC                            10,059,455
      Increase in common stock receivable                             250,000
      Reduction in capital lease obligations                          656,544

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  certain  liabilities  assumed.  The
liabilities  assumed included certain 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 was September
1, 2000.  During the  quarter  ended  March 31,  2001 JTC closed its offices and
switching facilities.



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 March 31, 2001 (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 $358,578 as of March 31, 2001, and a working  capital  deficit of
$(25,504,075)  as of March 31,  2001.  Management's  plans  with  respect to its
working capital deficiency are described below.

The Company  expects to continue  increasing its revenues and cash flow over the
long term  through  the  wholesaling  of  telecommunications  traffic to country
specific  markets.  In order to implement  this plan the Company has revised its
business strategy as follows:

o    Reduce overhead to a minimum operational level

o    Focus on establishing and maintaining relationships with
     companies that provide networks to countries that afford TXCI
     with a reasonable profit margin

o    Establish directs in countries that are secure and reliable

o    Form relationships with partners in countries to maintain a
     quality network

o    Develop customers that are willing to guarantee payment either
     through deposits, letters of credit or prepaid

The Company  during the quarter  ended  March 31, 2001  discontinued  two of its
product lines - residential  long distance  service and prepaid debit  products,
both in house and for private label  customers.  This decision was based both on
the  increasingly  lower profit  margins for both products and the influx of new
competition  willing to accept  lower  profit  margins  in return for  increased
market  share.  However,  TXCI's  management  felt that this course  would prove
detrimental to itself and to these competitors.

Over the past several months many large and small  telecommunications  companies
have ceased  operations  and many  others are in  reorganization.  This  further
supports the  Company's  belief that the profit  margins  associated  with these
products were  continuing to spiral  downward.  However,  the  opportunity to be
profitable continues to exist. The focus must be in the type of market that TXCI
will concentrate its efforts to develop. Therefore,  developing country specific
networks will provide the Company and its  shareholders  a reasonable  return on
investment.




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

Over the past two  quarters  the  Company  gained  contracts  with over  several
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 and Philippines,  with several other additions planned.  Additionally the
Company  gained  switching  facilities  in a key location at One  Wilshire,  Los
Angeles, California and technical expertise.

TotalAxcess will continue expanding its network in Latin America.  Justice was a
worldwide  leader in convergence in Latin America and 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. TXCI will take
advantage  of  the  inroads  JTC  developed  with  its  divergent   network  and
concentrate on approximately eight countries with wholesale pricing that affords
a  significant  profit  margin  to the  Company.  The  economies  of  scale  and
efficiencies and  telecommunications  knowledge that the Company gained from the
acquisition  of the  outstanding  shares  of JTC have been  instrumental  in the
development of the country specific networks that the Company will be marketing.

During the quarter  ended March 31, 2001,  Justice  Telecom  Corporation  ceased
operations. The Company does not feel that this will have any negative impact on
its planned business model.

The Company  recorded a deferred tax asset in the amount of $324,873 as of March
31, 2001.  Management believes that the deferred tax asset is realizable through
net income expected to be earned during the year ended 2001. 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 March 31, 2001 increased by 944%, or
$1,233,922,  over the quarter ended March 31, 2000. Justice contributed revenues
of $5,763,600,  or 81%, the total Company revenues of $7,128,282 for the quarter
ended March 31, 2001.  The  increases in revenues can be  attributed  to several
factors  first and  foremost  of which is the  addition of the JTC  network.  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,  sales focused on the growing wholesale business,  which proved to
be more profitable long term.

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

RESULTS OF OPERATIONS

Comparison of the Three and Nine Months Ended March 31,2001 and 2000 (restated -
Note 2)

The Company's  revenues  increased from $130,760 to $7,128,282 between the three
months ended March 31, 2001 and 2000, respectively.  This represents an increase
of 5,351% in overall  revenues for the quarter.  The following table  represents
the revenue  contributions for each TotalAxcess and JTC during the quarter ended
March 31, 2001 and in aggregate:





                            Percent of    Prior Quarter  Percent of  Current Qtr
                  Current   Current Qtr      Ended        Prior Qtr   Percentage
                  Quarter     Total        March 31,      Total        Increase
                   Ended     Revenue          2000        Revenue       Over
                 March 31,                 Restated                     Prior
    REVENUE        2001                      Note 2                      Qtr
--------------------------------------------------------------------------------
TotalAxcess      $1,364,682    19%      $  130,760         100%          944%
JTC              $5,763,600    81%      $     0.00           0%
 Combined Totals $7,128,282             $  130,760                     5,351%
                 ===========            ===========



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

Total operating costs increased by $6,143,539 or 4,253% during the quarter ended
March 31, 2001, compared to the same period last fiscal year. $4,853,769 of this
increase can be attributed the operating cost for JTC.  TXCI's  operating  costs
increased from $144,455 to $1,434,225,  an increase of $1,289,770 or 893% during
the quarter ended March 31, 2001,  compared to the same period last fiscal year.
The increase in operating costs was necessitated by the increase in revenues.

Total general and administrative expenses increased by $1,077,047 or 245% during
the quarter ended March 31, 2001,  compared to the same period last fiscal year.
However,  General and  Administrative  expenses  decreased by  $157,600,  or 9%,
between the quarter ended December 31, 2000 and March 31, 2001 on a consolidated
basis. TXCI's General & Administrative  expenses decreased by $139,464,  or 20%.
Certain factors were  particularly  contributory  towards the decrease in TXCI's
General & Administrative expenses. These were the complete operational shut down
of the customer  service  department  and further  staffing  reductions  as more
efficient  processes  were  implemented.   Professional  services  decreased  by
$139,714  during the quarter  ended March 31, 2001,  compared to the same period
last fiscal  year,  as the Company was able to focus on the  development  of new
business without having to continue retaining the services of  telecommunication
business,  engineering  consultants and legal counsel for a variety of projects.
Further reduction in legal expenses were the result of the further settlement or
resolution of several  matters that were still pending  during the quarter ended
March 31, 2000. The quarterly  increase in depreciation  relates directly to the
JTC acquisition,  and the Company recorded no stock based  compensation  charges
during the quarter  ended March 31,  2001.  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
March 31, 2001 as they relate to TXCI and JTC, respectively:

                                                                        Combined
                                      TXCI             JTC                Total
Costs and expenses:
  Operating costs             $  1,434,225        $ 4,853,769        $6,287,994
  General and administrative  $    561,521        $   955,200        $1,516,721
  Professional services       $     11,005        $     6,000        $   17,005
  Depreciation & amortization $     16,246        $   253,062        $  269,308
  Stock based compensation    $          0        $        0         $        0
  Interest expense, net       $          0        $   134,328        $  134,328
    Total costs & expenses    $  2,022,997        $ 6,202,359        $8,225,356
                             ===================================================





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.  Trial did not take
place in March 2001. Currently settlement negotiations are taking place. A final
settlement should be negotiated by July 2001.

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,  which was
reversed on appeal. The Company is conferring with counsel on the best course of
action.

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: May 22, 2001                 by:/s/ Joseph Monterosso
                                      ---------------------------
                                      Joseph Monterosso,
                                      Chief Executive Officer & Director

Date: May 22, 2001                 by:/s/ Russell F. McCann, Jr.
                                      Russell F. McCann, Jr., Director