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, 1998                 Commission File No. 0-18224

              Group V Corporation (formerly, NuOASIS GAMING, INC.)
             (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)       

550 15th Street, San Francisco, California                   94103
(Address of principal executive offices)                  (Zip Code)

                                   (415) 575-0222
               (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
of1934 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 May 15, 1998

     Preferred Stock Series B $2.00 par value; 150,000 shares outstanding
                              as of May 15, 1998

      Common Stock $.01 par value; 49,834,880 shares as of May 15, 1998.
<PAGE>

                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
                                      INDEX


                                     PART I

Item 1. Financial Statements

Consolidated Condensed Balance Sheet as of March 31, 1998 (unaudited)....      1
Consolidated Condensed Statements of Operations for the Three and
                  Nine Months Ended March 31, 1998 and 1997 (unaudited)..      2
Consolidated Condensed Statements of Cash Flows for the
                  Nine Months Ended March 31, 1998 and 1997 (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................................................     10

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

<PAGE>
                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
                      Consolidated Condensed Balance Sheet
                        As of March 31, 1998 (Unaudited)

                                                                      March 31,
                                                                        1998
                                                                     (Unaudited)
Current Assets:
         Cash and cash equivalents .............................$       291,482
         Marketable securities .................................      1,148,049
         Accounts receivable....................................        335,324
         Advances...............................................        305,281
         Prepaid expenses ......................................         92,092
               Total Current Assets.............................      2,172,228

Fixed assets:
Furniture and equipment.........................................      1,128,885
Less accumulated depreciation ..................................        (29,931)
                  Total fixed assets, net.......................      1,098,954

Other assets ...................................................         10,896

TOTAL ASSETS....................................................$     3,282,078

Current Liabilities:
         Current portion of capital lease obligations ..........$       147,711
         Accounts payable.......................................        510,127
         Due to affiliates .....................................        267,878
         Deferred revenue.......................................        317,439
         Accrued expenses and accrued interest..................        142,545
                  Total Current Liabilities.....................      1,385,700

Long Term Liabilities:
Long term capital lease obligations.............................        621,084
Notes payable ..................................................      1,200,000
                  Total Long Term Liabilities...................      1,821,084
         Total Liabilities .....................................      3,206,784
Commitments and Contingencies

Stockholders' Equity:
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 150,000 shares (aggregate liquidation of $300,000).       300,000
Common stock - par value $.01; authorized 333,000,000 shares;
  49,834,880 shares issued and outstanding.......................       498,348
Additional paid-in capital.......................................    16,635,791
Stockholders' receivables........................................      (147,000)
Unrealized loss on marketable securities.........................      (232,635)
Accumulated deficit..............................................   (16,980,910)
         Total Stockholders' Equity..............................        75,294
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......................$    3,282,078

 See accompanying notes to these consolidated condensed financial statements.

                                       1
<PAGE>
                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
                 Consolidated Condensed Statements of Operations
 For the Three and Nine Month Periods Ended March 31, 1998 and 1997 (Unaudited)


                                     Three Months Ended    Nine Months Ended
                                        March 31,              March 31,
                                ------------------------ ----------------------
                                   1998         1997       1998        1997
                                 ---------    ---------  ---------   ---------
                                (Unaudited)  (Unaudited)(Unaudited) (Unaudited)


Revenues                        $  152,761  $       --   $ 152,761  $       --
                                ----------  ----------   ---------  ----------
Costs and expenses:
Operating costs                    157,103          --     157,103          --
General and administrative         242,877      90,468     610,370     123,604
Professional services              222,789     167,099     818,139     401,910
Depreciation and amortization       14,348      13,329      36,006      13,329
Interest expense, net                5,036      63,344      43,485      63,344
Write off of excess cost over
  basis of net assets acquired      37,740          --      37,740   3,318,107
Reduction in previously written off
excess cost over basis of net         
assets acquired                   (187,200)         --    (187,200)         --
                                ----------  ----------   ---------  ----------
   Total costs and expenses        492,693     334,240   1,515,643   3,920,294
                                ----------  ----------   ---------  ----------
Net (loss) from
   continuing operations          (339,932)   (334,240) (1,362,882) (3,920,294)
Net (loss) from
   discontinued operations              --     (49,027)         --    (181,591)
                                ----------  ----------   ---------  ----------

Net (loss)                      $ (339,932) $ (383,267)$(1,362,882)$(4,101,885)
                                ==========  ==========   =========  ==========
Net (loss) applicable to
   common stock                 $ (345,882) $ (389,217)$(1,380,732)$(3,718,618)
                                ==========  ==========  ==========  ==========
Basic and diluted net (loss)
   per common share             $     (.01) $     (.01)$      (.03) $     (.12)
                                ==========  ==========  ==========  ==========
Weighted average common
  shares outstanding            49,834,880  30,000,000  47,032,690  30,000,000
                                ==========  ==========  ==========  ==========




  See accompanying notes to these consolidated condensed financial statements.

                                       2
<PAGE>

                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
                 Consolidated Condensed Statements of Cash Flows
          For the Nine Months Ended March 31, 1998 and 1997 (Unaudited)

                                                         Nine Months Ended
                                                              March 31,
                                                     --------------------------
                                                        1998           1997
                                                     -----------    -----------
                                                     (Unaudited)    (Unaudited)
Operating activities:
Net Loss                                             $(1,362,883)   $(4,101,885)
Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization                           36,006         13,329
  Services for stock                                     454,748             --
  Loss on sale of securities                              43,224             --
  Interest on stockholder receivable                     (23,781)            --
  Write down of excess cost over basis of
net assets acquired                                       37,740      3,318,107
  Reduction in previously written off
         excess cost                                    (187,200)            --
Increase (decrease) from changes in:
  Accounts receivable and advances                      (268,615)            --
  Prepaid expenses                                        (7,091)        (2,254)
  Accounts payable, accrued                                     
    expenses and interest                                 171,939        88,463
  Deferred revenue                                        317,439            --
  Due to affiliate                                        (45,191)      531,097
                                                     ------------   -----------
Net cash used in operating activities                    (833,665)      153,143)
                                                     ------------    ----------
Investing activities:
   Proceeds from sales of securities                      554,306            --
   Purchase of equipment                                 (352,598)           --
   Acquisitions of other assets                            (1,486)           --
                                                    -------------    ----------
Net cash provided in investing activities                 200,222           --
                                                    -------------    ----------
Financing activities:
   Proceeds from stockholders'
         receivables                                      247,400       121,259
   Proceeds from stockholders' loans                           --        37,550
                                                    -------------   -----------
Net cash provided from
   financing activities                                   247,400       158,809
                                                    -------------    ----------
Net (decrease) increase in cash                          (386,043)        5,666
Cash and cash equivalents, beginning of period            677,525            84
                                                    -------------    ----------
Cash and cash equivalents, end of period            $     291,482    $    5,750
                                                    =============    ==========
Supplemental  Disclosure  of Cash Flow  Information:
  Cash paid during the period for:
   Income taxes                                     $       5,291    $       --
   Interest                                         $          --    $       --
Non-cash investing and financing activities:
  Preferred Stock Series B converted 
     to common stock                                $    200,000     $       --
  Purchase of equipment via 
     assumption of capital leases                   $    768,796     $       --
  Purchase of NPC for Notes payable                 $         --     $1,200,000
  Purchase of NPC for Accrued liability             $         --     $  125,000


See accompanying notes to these consolidated condensed financial statements.

                                       3
<PAGE>


                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 1998
                                   (Unaudited)


Note 1. General

PRINCIPLES OF CONSOLIDATION

Incorporated in Delaware in 1987, Group V Corporation ("Group V") and its wholly
owned subsidiaries  (collectively,  the "Company" or "Registrant") are primarily
engaged in the sale and marketing of pre-paid  long  distance  telecommunication
services and related  products.  Prior to the quarter ended March 31, 1998,  the
Company and its wholly owned  subsidiaries were engaged in gaming and investment
development  activities.  The  activities  of  the  Company's  subsidiaries  are
primarily in the United States.

The accompanying  unaudited  consolidated condensed financial statements include
the accounts of Group V Corporation  (formerly,  NuOasis  Gaming,  Inc.) and its
wholly owned subsidiaries.  All material  intercompany accounts and transactions
have been eliminated in consolidation.

In the opinion of management,  the accompanying unaudited consolidated condensed
financial  statements  reflect all  adjustments,  consisting of normal recurring
accruals,  necessary to present fairly the Registrant's financial position as of
March 31, 1998, and its results of operations and cash flows for the three month
and nine month  periods  then ended.  The  accompanying  unaudited  consolidated
condensed   financial   statements  should  be  read  in  conjunction  with  the
consolidated  financial statements and other information in the Company's Annual
Report on Form 10-KSB for the year ended June 30, 1997. The unaudited results of
operations  for the three month and nine month periods ended March 31, 1998, are
not necessarily indicative of the operating results for the full year.

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.

CASH EQUIVALENTS

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards ("SFAS") No. 107 requires disclosure
about fair value for all financial  instruments  whether or not recognized,  for
financial  statement   purposes.   Disclosure  about  fair  value  of  financial
instruments  is based on pertinent  information  available to  management  as of
March 31, 1998.  Considerable judgment is necessary to interpret market data and
develop  estimated fair value. The Company has determined that the fair value of
all financial  instruments  approximated  their  carrying  value as of March 31,
1998.

MARKETABLE SECURITIES

SFAS  No.  115,   "Accounting  for  Certain   Investments  in  Debt  and  Equity
Securities",  requires that management classify investments in equity securities
that   have   readily    determinable    fair   values   as    held-to-maturity,
available-for-sale, or trading securities.

                                       4
<PAGE>
                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 1998
                                   (Unaudited)


As of March 31, 1998, the Company owns, in the aggregate, 2,977,100 unrestricted
common  shares of NuOasis  Resorts,  Inc  "(NuOasis  Resorts").  Management  has
classified these equity securities as available-for-sale  based on its intent to
continue to exchange the equity  securities for other assets. In accordance with
SFAS  No.  115,  these  equity  securities  are  presented  in the  accompanying
consolidated  condensed  balance sheet as current assets at their estimated fair
market value. At March 31, 1998, the Company has an unrealized loss of $235,200,
which is based on the closing stock price of NuOasis  Resorts on March 31, 1998,
and which has been accounted for as a reduction of shareholders' equity.

 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  accounts  for  income  taxes in  accordance  with  SFAS  No.  109,
"Accounting for Income Taxes," which requires the use of 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  income  taxable  for  federal  and state  income  tax  reporting
purposes.

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  presented by SFAS No. 123 and will  continue to follow
Accounting   Principle   Board  Opinion  ("APB")  No.  25  for  measurement  and
recognition of employee stock- based transactions.

ISSUANCE OF STOCK FOR SERVICES

Shares of the  Company's  common  stock  issued for  services  are  recorded  in
accordance  with APB No. 16 at the fair market  value of the stock issued or the
fair market  value of the  services  provided,  whichever  value is more clearly
evident.  The value of the  services  is  typically  stipulated  by  contractual
agreements.  There  were  1,950,000  common  shares of the  Company  issued  for
services during the nine months ended March 31, 1998.

LOSS PER COMMON SHARE

The Company has adopted the  provisions  of SFAS No. 128,  "Earnings per Share".
Under this standard the Company is required to report basic and diluted earnings
(loss) per share.  Basic loss per share is  calculated  by dividing the net loss
for each period,  as adjusted for dividends  required on preferred stock ($5,950
and $17,850 for each of the three and nine month  periods,  respectively,  ended
March 31,  1998 and  1997),  by the  weighted  average  number of common  shares
outstanding.  Diluted loss per share is similar in  calculation  except that the
weighted  average number of common shares is increased to reflect the effects of
potential additional shares that would result from the exercise of stock options
or other  convertible  instruments.  For the three and nine month  periods ended
March 31, 1998 and 1997,  there is 

                                       5
<PAGE>
                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 1998
                                   (Unaudited)

no difference  between basic and diluted loss
per share as the inclusion of additional  potential shares is anti-dilutive  due
to the net loss presented in each period.

REVENUE RECOGNITION

The  Company  records  the sale of prepaid  long  distance  services  as current
deferred  income  and  recognizes  revenue  related  thereto  as the  service is
consumed over the useful life of the prepaid card, which is generally six months
to one year.

RECLASSIFICATION OF PRIOR YEAR AMOUNTS

To enhance  comparability,  the fiscal  1997  consolidated  condensed  financial
statements  have  been  reclassified,  where  appropriate,  to  conform  to  the
financial statement presentation used in fiscal 1998.

NOTE 2. ACQUISITIONS

NATIONAL POOLS CORPORATION

On June 13, 1996,  NuOasis  Resorts,  Inc.  (formerly,  Nona Morelli's II, Inc.)
("NuOasis  Resorts"),  the then controlling parent of Group V, granted an option
(the "Option") to Joseph  Monterosso,  the current President of the Company,  to
acquire  250,000  Series B Preferred  Shares of Group V (the  "Series B Shares")
owned by NuOasis Resorts. The Option is exercisable at a price of $13 per share.

On December 19, 1996,  Group V entered into Stock Purchase  Agreements with each
of the  shareholders  of National Pools  Corporation  ("NPC")  pursuant to which
Group V agreed to issue a series of Secured  Promissory  Notes (the  "Notes") in
the aggregate  principal  amount of $1,200,000 and 1,000,000 shares of Group V's
restricted  common  stock to the NPC  shareholders  in  exchange  for all of the
issued and outstanding shares of capital stock of NPC. The Notes are convertible
into a maximum of 241,900,000  shares of Group V common stock. The conversion of
the Notes is contingent upon NPC's operations  achieving certain financial goals
over the next several fiscal years.  The terms of the conversion  are, for every
$250,000 of net annual  operating  income  achieved by NPC,  $7,500 in principal
amount of the Notes may be converted in 1,511,875  shares of restricted  Group V
common stock.  The Notes are  non-recourse  to Group V, secured by the assets of
NPC, bear interest at 8% per annum,  and are due and payable on May 31, 1999. As
part  of  this  acquisition,  NuOasis  Resorts  and  Group  V  agreed  to a debt
assumption  agreement,  whereby  all of Group V debt in  excess  of  $20,000  on
December 24, 1996,  except for amounts owned to certain  affiliates,  which have
been  converted  into  shares of Group V common  stock,  was  assumed by NuOasis
Resorts. The NPC Stock Purchase Agreements closed on December 24, 1996.

On June 13, 1997, Mr. Monterosso exercised the Option to purchase 128,041 Series
B   Shares,   at  $13  per   share,   by   payment   to   NuOasis   Resorts   of
approximately$1,665,000. The 128,041 Series B Shares acquired may be immediately
converted into 8,987,198 shares of restricted Group V common stock. Additionally
on June  13,1997,  Group V sold its wholly  owned  subsidiary,  CMA,  to NuOasis
Resorts for cash of $1,140,000,  notes receivable from NPC aggregating $245,836,
and a credit against the NuOasis Resorts intercompany account of $95,000.

On August 22, 1997,  and  effective  June 13, 1997,  the Option was amended (the
"Amended  Option") to  increase  the  exercise  price for 21,959 of the Series B
Shares from $13 per share to $72.20 per share, or  approximately  $1,585,000 for
the 21, 959 shares of Series B  Preferred  Stock.  The  option to  purchase  the
remaining  100,000  shares  of  Series B shares  was  terminated.  Concurrently,
NuOasis  Resorts  granted Mr.  Monterosso a new option to purchase the remaining
100,000 Series B Shares at an exercise price of 

                                       6
<PAGE>
                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 1998
                                   (Unaudited)

$11.70 per share.  Additionally,
as consideration for granting the new option, NuOasis Resorts acquired the right
to require Mr. Monterosso to purchase all or any remaining unexercised shares of
the 100,000 Series B Shares in its entirety by September 1, 1998.

Closing on September  2, 1997,  but  effective  June 30,  1997,  Mr.  Monterosso
exercised the Amended Option to purchase  21,959 Series B Shares,  at $72.20 per
share,  by  payment to NuOasis  Resorts of  approximately$1,585,000.  The 21,959
Series B Shares acquired may be immediately  converted into 1,712,803  shares of
restricted  Group V common  stock.  Concurrent  with the exercise of the Amended
Option,  Group V released  NuOasis Resorts from liability,  if any, arising from
any  events  while   NuOasis   Resorts   controlled   Group,   in  exchange  for
approximately$1,585,000  of  marketable  securities  ("Marketable  Securities").
Subsequent to June 30, 1997, the Marketable  Securities have been delivered from
escrow  and,  accordingly,  the  consideration  received by the Company has been
presented in the accompanying  unaudited consolidated condensed balance sheet as
marketable securities.  Additionally,  such consideration has been accounted for
as a capital contribution.

On September 2, 1997, NuOasis Resorts sold to Mr. Monterosso 6,000,000 New Class
D Warrants in consideration for a $1,800,000  promissory note secured by the New
Class D Warrants, due in September 1998. Each New Class D Warrant is exercisable
at $1 per share and entitles  Mr.  Monterosso  to receive,  upon  exercise,  two
shares of common stock,  or a total of  12,000,000  common shares if all the New
Class D Warrants have been exercised.

On September 2, 1997,  NuOasis  Resorts  granted to Mr.  Monterosso an option to
purchase  7,800,000 common shares of the Company  exercisable at $0.15 per share
after  NuOasis  Resorts  converted  its  remaining  100,000  shares  of Series B
Preferred Stock into 7,800,000 common shares.

On January 20, 1998,  the Company  agreed with  NuOasis  Resorts to exchange the
Marketable  Securities  for cash  payment of  $441,801,  3,600,000  unrestricted
common  shares of  NuOasis  Resorts,  the  offset  of  $392,748  in  shareholder
receivables  from  affiliates  of  NuOasis  Resorts,  and the  offset of certain
payments due to NuOasis  Resorts by Mr.  Monterosso.  Mr.  Monterosso has placed
certain  marketable  securities  in escrow to secure the payments  offset on his
behalf.

As a result of the Company's  acquisition  of NPC and the sales and purchases of
the Series B Preferred  Stock,  as discussed  above,  a change in control of the
Registrant  has  occurred  and the  Registrant  is now no  longer  a  controlled
subsidiary of NuOasis Resorts.

UNIVERSAL NETWORK SERVICES, INC.

In September  1997, the Company agreed in principle to acquire a 50% convertible
net profits  interest ("Net Profits  Interest") in Universal  Network  Services,
Inc.  ("UNSI").  NPC's Chief  Operating  Officer is a shareholder and officer of
UNSI. The Net Profits Interest will provide the Company with up to 50% of UNSI's
net operating profit and grant the Company the option to convert its Net Profits
Interest into and equity interest of up to 100% of UNSI's issued and outstanding
common stock. During the quarter ended March 31, 1998, the Company abandoned its
acquisition of the Net Profits  Interest in UNSI and recorded $22,500 in related
professional services expense.

MAGNET TELECOM, INC.

In October 1997, the Company agreed in principle to purchase a fifty percent net
profits   interest  in  MagNet   Telecom,   Inc.   ("MTI")  a   privately   held
telecommunications  network  marketing  company and 

                                       7
<PAGE>


                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 1998
                                   (Unaudited)

an affiliate of UNSI. During
the quarter ended March 31, 1998,  the Company  abandoned its  acquisition of an
interest  in MTI and  recorded  $19,066 in related  general  and  administrative
expense.

LOTTOWORLD, INC.

Also in October 1997, the Company and  Lottoworld,  Inc.  agreed in principle to
form a new joint  venture  company  whereby  Lottoworld  will  assign all of its
publishing assets,  including the Lottoworld Magazine,  to the new joint venture
company. As of the date of this report no agreements have been finalized.

ARK-TEL ASSET ACQUISITION

On May 15, 1998, and effective March 1, 1998, the Company acquired the telephone
switching and platform  assets and office  equipment  (the "Ark-Tel  Assets") of
Ark-Tel,  Inc., a wholly owned  subsidiary of UNSI, for total  consideration  of
$323,940 in cash and the  assumption  of certain  equipment  leases.  The leases
expire over various periods through April 2003.

Based upon the lease terms,  management has classified  certain of the leases as
capital  leases and  recorded  $768,796 in related  capital  lease  obligations.
Management  has  estimated  the fair  market  value  of the  Ark-Tel  Assets  at
$1,054.996.  The  excess of the total  consideration  paid over the fair  market
value of the assets,  $37,740,  was  recorded as goodwill and charged to expense
during the  quarter  ended  March 31,  1998.  Management  intends to continue to
review its estimates  regarding the assets  acquired and may record  adjustments
thereto in the final quarter of the fiscal year.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
           OF OPERATIONSLIQUIDITY AND CAPITAL RESOURCES

The  Registrant  has incurred net losses and negative cash flows from  operating
activities  since  its  inception  in  1988.  The  Registrant  had cash and cash
equivalents  of  approximately  $291,482 and $677,525 as of March 31, 1998,  and
June 30, 1997,  respectively,  and working capital of $786,528 and $1,926,180 as
of March 31,  1998,  and June 30,  1997,  respectively.  The decrease in working
capital is a direct result of cash used for operating activities. As of the date
of  this  Report,  the  Registrant  has  no  material  commitments  for  capital
expenditures.

Prior  to the  acquisition  of NPC  and  sale of CMA,  the  Registrant  received
financial  support from NuOasis Resorts,  and was dependent upon NuOasis Resorts
for future working  capital.  NuOasis Resorts is no longer a controlling  parent
and will no longer fund the  Registrant.  The  Registrant's  plan is to continue
searching for additional sources of equity and working capital and new operating
opportunities.  In the interim, the Registrant's existence is dependent upon the
success  of NPC's  HitLoTTo(TM)  product,  which has only  recently  begun to be
marketed.  The Registrant may need to utilize its working capital of $786,528 at
March 31,  1998,  and  continue  to  utilize  its common  stock to  support  its
financial  obligations until sales of the HitLoTTo(TM)  product reach profitable
levels,  if any. The Registrant is also pursuing other joint venture,  merger or
acquisition opportunities, which may provide additional capital resources during
fiscal 1998.

ACQUISITIONS

During the quarter ended March 31, 1998,  the Company  terminated its agreements
in principle with UNSI and MTI and acquired certain assets of an UNSI subsidiary
(see Note 2 of the footnotes to accompanying  unaudited  consolidated  condensed
financial statements included elsewhere herein at Item 1).

                                       8
<PAGE>


                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 1998
                                   (Unaudited)

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1998 TO THE THREE MONTHS ENDED 
     MARCH 31, 1997

As a result of the  acquisition of the Ark-Tel assets  effective  March 1, 1998,
the Company  reported  revenues of $ 152,761 compared to no revenues in the same
period last year.

Total general and  administrative  expenses increased by $152,409 or 168% during
the quarter ended March 31, 1998,  compared to the same period last year, as the
Company began to staff its newly formed operating subsidiaries.

Professional  services  increased  by $55,690 or 33% during the current  quarter
compared  to  the  same  period  last  year  due to the  increased  services  of
attorneys,  accountants and other advisors  relating to acquisitions (see Note 2
of the footnotes to  accompanying  unaudited  consolidated  condensed  financial
statements included elsewhere herein at Item 1).

Net interest expense  decreased by $58,307 during the current quarter  resulting
from  the  retirement  of NPC  pre-acquisition  debt,  interest  on  shareholder
receivables, and interest earnings on the Company's money market bank accounts.

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 1998, TO THE NINE MONTHS ENDED 
     MARCH 31, 1997

As a result of the  acquisition of the Ark-Tel assets  effective  March 1, 1998,
the Company  reported  revenues of $ 152,761 compared to no revenues in the same
period last year.

Total general and  administrative  expenses increased by $486,766 or 394% during
the nine  months  ended March 31,  1998,  compared to the same period last year,
primarily due to the inclusion of activities of NPC for the full current  period
compared to three months of the comparable  prior period.  Additionally,  during
the  final  month of the  current  period,  the  Company  began to staff its new
operations.

Professional  services increased by $416,229 or 104% compared to the same period
last year due to the  increased  services of  attorneys,  accountants  and other
advisors  relating to (see Note 2 of the  footnotes  to  accompanying  unaudited
consolidated  condensed  financial  statements included elsewhere herein at Item
1).

Depreciation  and  amortization  expense  increased by $22,677 during the period
resulting  directly from the  acquisition of  depreciable  assets of NPC and the
Ark-Tel Assets.

Net interest  expense  decreased by $19,859 during the period resulting from the
retirement of NPC pre-acquisition debt, interest on shareholder receivables, and
interest earnings on the Company's money market bank accounts.

Cash used in  operating  activities  increased  to $833,665  for the nine months
ended March 31, 1998,  from  $153,143  for the same period last year,  which was
primarily  attributable  to the  acquisition  of  NPC  (discussed  above).  Cash
provided by financing activities of $247,400 for the nine months ended March 31,
1998,  decreased  from  $158,809  for the  same  period  last  year,  due to the
collection of previously unrecorded receivables from NPC shareholders, resulting
in a $187,200  reduction in amounts  previously  written off As excess cost over
basis of net assets acquired.

                                       9
<PAGE>


                               GROUP V CORPORATION
                        (formerly, NUOASIS GAMING, INC.)
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 1998
                                   (Unaudited)


PART II: OTHER INFORMATION

Item 1. Legal Proceedings

On December 12, 1997, the Company received notice of a law suit filed by John D.
Desbrow,  former  Officer and  Director,  against the Company for past  services
allegedly due in the amount of approximately $13,000.

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


                                       10
<PAGE>




                                   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.


GROUP V CORPORATION (formerly, NUOASIS GAMING, INC.)

Dated: May 29, 1998  By:    /S/ JOSEPH MONTEROSSO
                           Joseph Monterosso, President and Chairman

Dated: May 29, 1998  By:   /S/ DENNIS D. HOUSTON
                           Dennis D. Houston, Director



                                       11