SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 0-18224
(Check one): |X| Form 10-K and Form 10-KSB
|_| Form 11-K
|_| Form 20-F
|_| Form 10-Q and Form 10-QSB
|_| Form N-SAR For period ended June 30, 1997
|_| Transition Report on Form 10-K and 10-KSB
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q and Form 10-QSB
|_| Transition Report on Form N-SAR
For the transition period ended June 30, 1997.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:
<PAGE>
PART I
REGISTRANT INFORMATION
Full name of registrant Gourp V Corporation
Former name if applicable NuOasis Gaming, Inc.
Address of principal executive office (Street and Number)
515 15th Street
City, State and Zip Code San Francisco, California 94103
<PAGE>
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate boxes.)
|_| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semiannual report, transition
report on Forms 10-K, 10- KSB, 20-F, 11-K or Form N-SAR, or
portions thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, 10-QSB, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
|X| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c)has been attached if applicable.
PART III
NARRATIVE
See Part IV and attached accountant's statement.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Joseph Monterosso (415) 575-0222
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter periods that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
|X| Yes |_| No
<PAGE>
During the fiscal year ended June 30, 1997, the Registrant acquired National
Pools Corporation ("NPC"), a developer of a group play system in state lotteries
in the United States and foreign countries. As a result, it is anticipated that
the earnings statements will reflect NPC related acquisition costs and
expenses resulting in a change in earnings from the prior year. The Registrant
anticipates that such costs and expenses will aggregate approximately
$2,000,000.
Group V Corporation (formerly, NuOasis Gaming, Inc.)
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 27, 1996 By:/s/ Joseph Monterosso
Joseph Monterosso, Chairman and CEO
<PAGE>
HASKELL & WHITE LLP
Certified Public Accountants
4901 Birch Street
Newport Beach CA 92660
Telephone (714) 833-8312 Fax (714) 833-9421
September 29, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c) under
the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II
of Form 12b-25.
We are the independent auditors of Group V Corporation (formerly, NuOasis
Gaming, Inc.) (the "Registrant"). The Registrant has stated in Part III of its
filing Form 12b-25 that it is unable to timely file, without unreasonable effort
or expense, its Annual Report on Form 10- KSB for the year ended June 30, 1997
because our firm has not yet completed our audit of the financial statements of
the Registrant for the year ended June 30, 1997, and is therefore unable to
furnish the required opinion on such financial statements.
We hereby advise you that we have read the statement made by the Registrant in
Part III of its filing on Form 12b-25 and agree with the statement made therein.
We are unable to complete our audit of the Registrant's financial statements and
furnish the required opinion for a timely filing because the Registrant has
effected several significant transactions subsequent to June 30, 1997, and, as a
result, we have not yet had sufficient time to complete the auditing procedures
which we consider necessary in the circumstances.
Very truly yours,
/s/ HASKELL & WHITE LLP
Certified Public Accountants
