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 December 31, 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 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; 49,834,880 shares as of December 31, 1997.
[GROUP\10QSB\123197.QSB]-4
<PAGE>
GROUP V CORPORATION
(FORMERLY, NUOASIS GAMING, INC.)
INDEX
PAGE
PART I
ITEM 1. FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheet as of December 31, 1997
(unaudited ) ........................................................1
Consolidated Condensed Statements of Operations for the Three and Six
Months Ended December 31, 1997 and 1996(unaudited)...................2
Consolidated Condensed Statements of Cash Flows for the Three and Six
Months Ended December 31, 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\123197.QSB]-4
<PAGE>
GROUP V CORPORATION
(FORMERLY, NUOASIS GAMING, INC.)
CONSOLIDATED CONDENSED BALANCE SHEET
AS OF DECEMBER 31, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31,
1997
(UNAUDITED)
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ........... $ 62,061
Marketable securities ............... 1,585,467
Advances ............................ 705,590
--------------
Total Current Assets ............ 2,353,118
Fixed assets
Furniture and equipment ............. 101,548
Less accumulated depreciation ..... (61,498)
Total Fixed Assets, net ........ 40,050
--------------
Other assets ......................... 4,605
--------------
TOTAL ASSETS ......................... $ 2,397,773
==============
CURRENT LIABILITIES:
Accounts payable .................... $ 438,199
Due to affiliates ................... 426,928
Accrued expenses and accrued interest 101,951
--------------
Total Current Liabilities ...... 967,078
LONG TERM LIABILITIES:
Notes payable ....................... 1,200,000
--------------
Total Long Term Liabilities .... 1,200,000
--------------
Total Liabilities .............. 2,167,078
--------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - par value $.01; authorized 1,000,000 shares;
14% cumulative convertible; issued and outstanding 170,000 1,700
shares (aggregate liquidation of $170,000) 300,000
Preferred Stock Series B - par value $2.00; authorized,
issued and outstanding150,000 shares (aggregate
liquidation of $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 16,643,791
Stockholders' receivables (571,717)
Accumulated deficit 16,641,427)
--------------
Total Stockholders' Equity 230,695
--------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 2,397,773
==============
</TABLE>
See accompanying notes to these consolidated condensed financial statements
[GROUP\10QSB\123197.QSB]-4
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<PAGE>
GROUP V CORPORATION
(FORMERLY, NUOASIS GAMING, INC.)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------- -------------------------
1997 1996 1997 1996
------------ ------------ ------------ ----------
<S> ...............................<C> <C> <C> <C>
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
Costs and expenses:
General and administrative $ 207,036 $ 25,597 $ 380,294 $ 42,471
Professional Services 417,503 185,847 595,351 358,040
Depreciation and amortization 4,410 -- 8,820
Interest expense, net 21,101 -- 38,486
Write down of goodwill -- 3,318,107 -- 3,318,107
--------- ---------- ---------- -----------
Totals 650,050 3,529,551 1,022,951 3,718,618
---------- --------- --------- -----------
Net loss $ (650,050) $(3,529,551) $ (1,022,951) $ (3,718,618)
========== ============ ============= ============
Net loss applicable to
common stock $ (656,000) $(3,535,501) $ (1,034,851) $ (3,730,578)
=========== ============ ============= =============
Net loss per common share $ (.01) $ (.12) $ (.02) $ (.12)
========== ============= ============ =============
Weighted average common
shares outstanding 48,568,304 30,000,000 48,214,092 (30,000,000)
========== ========== =========== ============
</TABLE>
See accompanying notes to these consolidated condensed financial statements
[GROUP\10QSB\123197.QSB]-4
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<PAGE>
GROUP V CORPORATION
(FORMERLY, NUOASIS GAMING, INC.)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
-----------------------------
1997 1996
----------- --------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Operating activities:
Net loss $ (1,022,951) $ (3,718,618)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 8,820 --
Services for stock 453,802 --
Write off of goodwill -- 3,318,107
Increase (decrease) from changes in: --
Advances (248,598) --
Other assets 17,641 --
Accounts payable, accrued expenses
and interest 77,376 (13,589)
Due to affiliate 78,647 292,757
----------- -----------
Net cash used in operating activities (635,263) (121,343)
----------- -----------
Investing activities:
Purchase of equipment (10,401) --
----------- -----------
Net cash used in investing activities (10,401) --
----------- -----------
Financing activities:
Proceeds from stockholders' receivables 30,200 121,259
----------- -----------
Net cash provided by financing
activities 30,200 121,259
----------- -----------
Net (decrease) increase in cash and cash equivalents (615,464) (84)
Cash and cash equivalents, beginning of period 677,525 84
----------- -----------
Cash and cash equivalents, end of period $ 62,061 $ --
=========== ============
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 $ --
Purchase of NPC for notes payable $ -- $ 1,200,000
Purchase of NPC for accrued liability $ -- $ 125,000
</TABLE>
See accompanying notes to these consolidated condensed financial statements
[GROUP\10QSB\123197.QSB]-4
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<PAGE>
GROUP V CORPORATION
(FORMERLY, NUOASIS GAMING, INC.)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 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
December 31, 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
December 31, 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 December 31, 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 December 31, 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.
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
December 31, 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 December
31, 1997.
[GROUP\10QSB\123197.QSB]-4
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<PAGE>
GROUP V CORPORATION
(FORMERLY, NUOASIS GAMING, INC.)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1997 (UNAUDITED)
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 1,950,000 common shares of the Company issued for
services during the quarter ended December 31, 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 December 31, 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 December 31, 1997 and 1996.
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.
[GROUP\10QSB\123197.QSB]-4
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<PAGE>
GROUP V CORPORATION
(FORMERLY, NUOASIS GAMING, INC.)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1997 (UNAUDITED)
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 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,
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 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 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 $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.
[GROUP\10QSB\123197.QSB]-4
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<PAGE>
GROUP V CORPORATION
(FORMERLY, NUOASIS GAMING, INC.)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1997 (UNAUDITED)
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.
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. As of the date of the Report, 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. SUBSEQUENT EVENT
During October 1997, the Company agreed in principle with NuOasis Resorts to
exchange the Marketable Securities for $700,000 cash, $500,000 promissory note
and 1,440,000 unrestricted common shares of NuOasis Resorts. As of the date of
this Report, no agreements have been finalized.
[GROUP\10QSB\123197.QSB]-4
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<PAGE>
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 $62,061 and $677,525 as of December 31, 1997 and
June 30, 1997, respectively, and working capital of $1,386,040 and $1,926,180 as
of December 31, 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 NuOasis Resorts, and was dependent upon NuOasis Resorts
for future working capital. NuOasis Resorts 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 this Report. The Registrant may need to utilize its working capital of
$1,386,040 at December 31, 1997, and continue to 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 DECEMBER 31, 1997 TO THE THREE MONTHS ENDED
DECEMBER 31, 1996
There were no revenue producing operations during the quarter ended December 31,
1997.
Total General and Administrative expenses increased by $181,439 or 70% during
the quarter ended December 31, 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 and
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 $21,101 during the current quarter which was a
result from issuing and acquiring interest bearing debt associated with the
acquisition of NPC.
Professional services increased by $231,656 or 125% during the current quarter
compared to the same period last year due to the increased services of
attorneys, accountants and other advisors relating to the continued potential
acquisitions (see Note 2 of the footnotes to accompanying unaudited consolidated
condensed financial statements included elsewhere herein at Item 1).
[GROUP\10QSB\123197.QSB]-4
8
<PAGE>
COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 1997, TO THE SIX MONTHS ENDED
DECEMBER 31, 1996.
There were no revenue producing operations during the six months ended December
31, 1997.
Total General and Administrative expenses increased by $337,823 or 795% during
the six months ended December 31, 1997, as compared to the same period last
year. Since there were no operations during the period, General and
Administrative expenses comprised mostly of corporate and other office related
overhead. Additionally, the acquisition of NPC contributed to the increase of
General and 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 $8820 during the period 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 increase by $38,486 during the period which was a result from
issuing and acquiring interest bearing debt associated with the acquisition of
NPC.
Professional services increase by $231,311 or 66% during the current quarter
compared to the same period last year due to the increased services of
attorneys, accountants and other advisors relating to the continued 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 $635,263 for the six months ended
December 31, 1997, from $121,343 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 six months ended
December 31, 1997, decreased from $121,259 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:
On December 12, 1997, the Company received notice of a law suite 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
[GROUP\10QSB\123197.QSB]-4
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: February 10, 1998 By:/S/ JOSEPH MONTEROSSO
---------------------------
Joseph Monterosso, President and Chairman
Dated: February 10, 1998 By:/S/ DENNIS D. HOUSTON
---------------------------
Dennis D. Houston,
Director
[GROUP\10QSB\123197.QSB]-4
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> Dec-31-1997
<CASH> 62,061
<SECURITIES> 1,585,468
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,353,118
<PP&E> 101,648
<DEPRECIATION> (60,498)
<TOTAL-ASSETS> 2,397,773
<CURRENT-LIABILITIES> 967,078
<BONDS> 0
0
301,700
<COMMON> 498,348
<OTHER-SE> (569,353)
<TOTAL-LIABILITY-AND-EQUITY> 2,397,773
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 628,949
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,101
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (650,050)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (650,050)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> 0
</TABLE>
