GROUP V CORP
10QSB, 1997-12-02
MISCELLANEOUS AMUSEMENT & RECREATION
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                       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 September 30, 1997          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 jursidiction 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,                              (Former Zip Code,
     if changed since last report                 if changed 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.

     Common Stock $.01 par value; 47,859,880 shares as of October 31, 1997.




                                                       [GROUP\10QSB\93097.QSB]-5


<PAGE>



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



                                                                            Page

                                     PART I

Item 1.   Financial Statements

     Consolidated  Condensed Balance Sheet as of September 30, 1997 (unaudited )
       ........................................................................1

     Consolidated Condensed Statements of Operations for the Three Months
     Ended September 30, 1997 and 1996 (unaudited) ............................2

     Consolidated Condensed Statements of Cash Flows for the Three Months Ended
     September 30, 1997 and 1996 (unaudited) .................................3

     Notes to Consolidated Condensed Financial Statements .....................4

Item 2    Management's Discussion and Analysis of Financial Condition and
          Results of Operations................................................7

                                     PART II

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

Item 2    Changes In Securities ...............................................9

Item 3    Defaults Upon Senior Securities......................................9

Item 4    Submission Of Matters to a Vote of Security Holders .................9

Item 5    Other Information ...................................................9

Item 6    Exhibits And Reports On Form 8-K.....................................9

               Signatures.....................................................10

                                                       [GROUP\10QSB\93097.QSB]-5


<PAGE>



                               GROUP V CORPORATION
                        (formerly, NuOASIS GAMING, INC.)
                      Consolidated Condensed Balance Sheet
                      As of September 30, 1997 (Unaudited)

<TABLE>
<CAPTION>
                                                                               September 30,
                                                                                    1997
                                                                                 (Unaudited)
<S>                                                                             <C>
ASSETS
Current Assets:
 Cash and cash equivalents .....................................................$    436,180
 Marketable securities .........................................................   1,585,468
 Advances ......................................................................     519,400
     Total Current Assets ......................................................   2,541,048
Fixed assets
 Equipment .....................................................................      45,232
   Less accumulated depreciation ...............................................     (11,173)
      Total Fixed Assets, net ..................................................      34,059
Other assets ...................................................................       4,405
TOTAL ASSETS ...................................................................$  2,579,512
Current Liabilities:
 Accounts payable ..............................................................$    441,329
 Due to affiliates .............................................................     391,538
 Accrued expenses and accrued interest .........................................     101,951
      Total Current Liabilities ................................................     934,818
Long Term Liabilities:

Notes payable .................................................................   1,200,000
      Total Long Term Liabilities ..............................................   1,200,000
      Total Liabilities ........................................................   2,134,818
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 $.01; authorized 333,000,000 shares;
 47,859,880 shares issued and outstanding ......................................     478,598
 Additional paid-in capital ....................................................  16,208,793
 Stockholders' receivables .....................................................    (553,967)
 Accumulated deficit ........................................................... (15,990,430)
      Total Stockholders' Equity ...............................................     444,694
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY ........................................................................$  2,579,512
</TABLE>
   See accompanying notes to these consolidated condensed financial statements

                                                       [GROUP\10QSB\93097.QSB]-5

                                        1

<PAGE>



                               GROUP V CORPORATION
                        (formerly, NuOASIS GAMING, INC.)
                 Consolidated Condensed Statements of Operations
       For the Three Months Ended September 30, 1997 and 1996 (Unaudited)



<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                    September 30,
                                        ---------------------------------------
                                               1997                1996
                                            (Unaudited)         (Unaudited)

<S>                                     <C>                 <C>
Costs and expenses:
  General and administrative            $     173,258       $       16,874
  Professional Services                       177,848              172,193
  Depreciation and amortization                 4,410                    -
  Interest expense, net                        17,385                    -
       Totals                                 372,901              189,067
Net loss                                $    (372,901)      $     (189,067)
Net loss applicable to
 common stock                           $    (378,851)      $     (195,107)
Net loss per common share               $        (.01)      $         (.01)
Weighted average common
 shares outstanding                        42,179,445           29,651,740
</TABLE>

















   See accompanying notes to these consolidated condensed financial statements

                                                       [GROUP\10QSB\93097.QSB]-5

                                        2

<PAGE>



                               GROUP V CORPORATION
                        (formerly, NuOASIS GAMING, INC.)
                 Consolidated Condensed Statements of Cash Flows
       For the Three Months Ended September 30, 1997 and 1996 (Unaudited)


<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                         September 30,
                                                                                    1997          1996
                                                                                 (Unaudited)   (Unaudited)

<S>                                                                             <C>            <C>
Operating activities:
  Net loss .................................................................... $  (372,901)   $  (189,067)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation and amortization ...........................................       4,410            --
      Increase (decrease) from changes in: ....................................        --
         Advances .............................................................     (62,409)           --
         Other assets .........................................................      17,841        (25,565)
         Accounts payable, accrued expenses and interest ......................      80,507        (24,289)
         Due to affiliate .....................................................      61,007         94,827
            Net cash used in operating activities .............................    (271,545)      (118,529)
Financing activities:
  Proceeds from stockholders' receivables .....................................      30,200        120,467
             Net cash provided by financing activities ........................      30,200        120,467
Net (decrease) increase in cash and cash equivalents ..........................    (241,345)         1,938
Cash and cash equivalents, beginning of period ................................     677,525             84
Cash and cash equivalents, end of period ...................................... $   436,180    $     2,022
Supplemental Disclosure of Cash Flow Information Cash paid during the year for:

      Income taxes ............................................................ $       --     $        --
      Interest ................................................................ $       --     $        --
 Non-cash investing and financing activities:
      Preferred Stock Series B Converted to Common Stock ...................... $ 200,000      $        --
</TABLE>







   See accompanying notes to these consolidated condensed financial statements

                                                       [GROUP\10QSB\93097.QSB]-5

                                        3

<PAGE>


                               GROUP V CORPORATION
                        (formerly, NuOASIS GAMING, INC.)
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         September 30, 1997 (Unaudited)

NOTE 1.   GENERAL

PRINCIPLES OF CONSOLIDATION
- ---------------------------

Group V Corporation  and its subsidiary (the  "Company"),  operates as a holding
company for leisure and entertainment  related  businesses.  Group V Corporation
was  incorporated  in the State of  Delaware in 1987.  During the quarter  ended
September 30, 1997, the Company and its wholly-owned  subsidiary were engaged in
gaming and investment  development  activities.  The activities of the Company's
subsidiaries have been primarily in the United States.

The accompanying  unaudited  consolidated condensed financial statements include
the accounts of Group V Corporation (formerly, NuOasis Gaming, Inc.) ("Group V",
the "Company" or the  "Registrant")  and its wholly-owned  subsidiary,  National
Pools Corporation ("NPC"). As used herein, the above is collectively referred to
as the "Registrant" or the "Company" unless the context indicates otherwise. 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
September 30, 1997,  and its results of operations  and cash flows for the three
months then ended.  Information included in the unaudited consolidated condensed
balance  sheet as of September  30, 1997 has been derived from the  Registrant's
audited  consolidated  balance  sheet  included  in the  Registrant's  1997 Form
10-KSB. The accompanying  unaudited  consolidated condensed financial statements
should be read in conjunction  with the  consolidated  financial  statements and
other  information  in the fiscal 1997 Form  10-KSB.  The  unaudited  results of
operations  for the three months ended  September  30, 1997 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 a maturity of three months
of less when acquired.

CONCENTRATION OF CREDIT RISK
- ----------------------------

As of  September  30,  1997,  the Company  had cash on deposit  with a financial
institution that exceeded the federally insured limit by approximately $305,000.


                                                       [GROUP\10QSB\93097.QSB]-5

                                        4

<PAGE>


                               GROUP V CORPORATION
                        (formerly, NuOASIS GAMING, INC.)
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         September 30, 1997 (Unaudited)

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
September 30, 1997.  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 September
30, 1997.

EQUIPMENT
- ---------

Equipment is recorded at cost.  Depreciation is provided using the straight-line
method over the  estimated  useful lives of the related  assets which is five to
seven 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 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 APB16 at the fair market  value of the stock issued or the fair
market  value of the  services  provided,  whichever  value is the more  clearly
evident.  The value of the  services are  typically  stipulated  by  contractual
agreements.  There were no shares  issued for services  during the quarter ended
September 30, 1997.

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 ($5,950 and $5,950 for the
three months ended September 30, 1997, and 1996,  respectively) 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.

REVENUE RECOGNITION
- -------------------

There were no revenues  during the three  months  ended  September  30, 1997 and
1996.

                                                       [GROUP\10QSB\93097.QSB]-5

                                        5

<PAGE>


                               GROUP V CORPORATION
                        (formerly, NuOASIS GAMING, INC.)
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         September 30, 1997 (Unaudited)

RECLASSIFICATION OF PRIOR YEAR AMOUNTS
- --------------------------------------

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

Note 2.   ACQUISITIONS

NATIONAL POOLS CORPORATION
- --------------------------

On June 13, 1996, Nona Morelli's II, Inc. ("Nona"),  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 Nona. 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 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 are  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,
Nona 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 Nona. 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 Nona of approximately $1,665,000.  The
128,041  Series B Shares  acquired  may be  immediately  converted  in 8,987,198
shares of restricted Group V common stock.  Additionally on June 13, 1997, Group
V sold it wholly owned  subsidiary,  CMA, to Nona for cash of $1,140,000,  notes
receivable  from  NPC  aggregating  $245,836,  and a  credit  against  the  Nona
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,  Nona
granted Mr.  Monterosso a new option to purchase the remaining  100,000 Series B
Shares at an exercise price of $11.70 per share. Additionally,  as consideration
for granting the new option,  Nona 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 Nona 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  Nona from  liability,  if any,  arising  from any  events  while  Nona
controlled  Group,  in  exchange  for  approximately  $1,585,000  of  marketable
securities  ("Marketable   Securities").   Subsequent  to  June  30,  1997,  the
Marketable

                                                       [GROUP\10QSB\93097.QSB]-5

                                        6

<PAGE>


                               GROUP V CORPORATION
                        (formerly, NuOASIS GAMING, INC.)
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         September 30, 1997 (Unaudited)

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

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 Nona.

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. No agreements have yet been executed and negotiations are still in
process.  UNSI is an  interexchange  carrier  that  provided  telecommunications
services to both residential and business customers throughout the United States
and certain foreign countries.

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 an affiliate of UNSI. As of the
date of this Report, no agreements have been finalized.

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.


Note 3.   New Directors

During the quarter ended September 30, 1997, Mr. Joseph Monterosso  replaced Mr.
Fred G. Luke as Chairman and Mr. Dennis D. Houston  replaced Mr. Royce Warren as
a Director.




                                                       [GROUP\10QSB\93097.QSB]-5

                                       7

<PAGE>

Note 4.   Subsequent Event

During  October 1997,  the Company agreed in principle with Nona to exchange the
Marketable Securities for $700,000 cash, $500,000 promissory note and 1,440,000
unrestricted common shares of Nona. As of the date of this Report, no agreements
have been finalized.


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

LIQUIDITY 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  $436,180 and $677,525 as of September 30, 1997 and
June 30, 1997, respectively, and working capital of $1,606,230 and $1,926,180 as
of September 30, 1997 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 Nona,  and was  dependent  upon Nona for future  working
capital.  Nona is no longer a  controlling  parent and will not 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
Hit-LoTTo(TM) product, which has not yet been sold as of the date of the Report.
The  Registrant  may need to  utilize  its  working  capital  of  $1,606,230  at
September  30,  1997,  and  utilize its common  stock to support  its  financial
obligations until the Hit-LoTTo(TM) product is first sold.

The  Registrant  is also pursuing  other joint  venture,  merger or  acquisition
opportunities which may provide additional capital resources during fiscal 1998.

ACQUISITIONS
- ------------

The Company  entered into  agreements in principle with UNSI and MTI (see Note 2
of the footnotes to  accompanying  unaudited  consolidated  condensed  financial
statements included elsewhere herein at Item 1).

RESULTS OF OPERATIONS
- ---------------------

Comparison  of the Three  Months  Ended  September  30, 1997 to the Three Months
Ended September 30, 1996

There were no revenue  producing  operations  during the quarter ended September
30, 1997.

Total  General and  Administrative  expenses  increased  by $156,384  during the
quarter  ended  September  30,  1997,  as compared to the same period last year.
Since there were no operations  during the quarter,  General and  Administrative
expenses  comprised  mostly of  corporate  and other  office  related  overhead.
Additionally,  the  acquisition of NPC contributed to the increase of General or
Administrative  expenses  since the  acquisition  occurred on December 24, 1996,
and there was no NPC related expenses in the same period last year.

Depreciation  and  Amortization  expense  increased by $4,410 during the current
quarter  which was a direct  result of acquiring  depreciable  assets in the NPC
acquisition,  whereas there were no  depreciable  assets during the same quarter
last year.

Interest  expense  increased by $17,385  during the current  quarter which was a
result from issuing and  acquiring  interest  bearing debt  associated  with the
acquisition of NPC.

Professional   services  of  $177,848  during  the  current   quarter   remained
approximately  the same as last year since the Company is  continuing to utilize
attorneys, accountants and other advisors relating to the continued

                                                       [GROUP\10QSB\93097.QSB]-5

                                        8

<PAGE>



potential  acquisitions  (see Note 2 of the footnotes to accompanying  unaudited
consolidated  condensed  financial  statements included elsewhere herein at Item
1).

Cash used in  operating  activities  increased  to $271,545 for the three months
ended September 30, 1997, from $118,529 for the same period last year, which was
primarily attributable to the acquisition of NPC (discussed above).

Cash  provided by  financing  activities  of $30,200 for the three  months ended
September 30, 1997, decreased from $120,467 for the same period last year, which
was attributable to fewer  collections of stockholder  receivables when compared
to the same period last year. The remaining stockholder  receivables are not due
until later this fiscal year.


PART II:       OTHER INFORMATION

Item 1.   Legal Proceedings: None

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

                                                       [GROUP\10QSB\93097.QSB]-5

                                        9

<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: November 28, 1997                By: /s/ Joseph Monterosso
                                             Joseph Monterosso,
                                             President and Chairman



Dated: November 28, 1997                By: /s/ Dennis D. Houston
                                             Dennis D. Houston,
                                             Director



Dated: November 28, 1997                By: /s/ Steven H. Dong
                                             Steven H. Dong, Chief Financial
                                             Officer and Principal Accounting
                                             Person




                                                       [GROUP\10QSB\93097.QSB]-5

                                       10

<TABLE> <S> <C>

<ARTICLE>                               5
       
<S>                                     <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                       JUN-30-1998
<PERIOD-END>                            SEP-30-1997
<CASH>                                  436,180
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