UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NuOasis Resorts, Inc.
(Name of Issuer)
Common Stock $.01 Par Value
(Title of Class of Securities)
67057N100
(CUSIP Number)
Joseph Monterosso, President
Group V Corporation
550 15th Street
San Francisco, CA 94103
(415) 575-0222
(Name, Address and telephone Number of Person
Authorized to Receive Notices and Communications)
January 26, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of P. P. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.........................................................../__/
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See P. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1) Name of Reporting Person : ..............................Group V Corporation
I.R.S. Identification Nos. of Above Person.........................95-4176781
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [__] Not Applicable
(b) [__] Not Applicable.
3) SEC Use Only ................................................................
4) Source of Funds (See Instructions):...................................OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2
(d) or 2(e) ..........................................[__]Not Applicable
6) Citizenship or Place of Organization: ..........................Delaware
Number of Shares Beneficially Owner By Each Reporting Person With:
7) Sole Voting Power...............................................2,977,100
8) Shared Voting Power Not Applicable ............................ 0
9) Sole Dispositive Power.........................................2,977,100
10) Shared Dispositive Power Not Applicable ....................... 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,977,100
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ........................................[__]Not Applicable
13) Percent of Class Represented by Amount in Row (11)........... 6.79%
14) Type of Reporting Person (See Instructions):.................... CO
<PAGE>
ITEM 1. SECURITY AND ISSUER
Common Stock $.01 par value
NuOasis Resorts, Inc.
2 Park Plaza, Suite 470
Irvine, California 92714
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Group V Corporation("Group
V").
(b) The address of the principal business offices of Group V is 550 15th
Street, San Francisco, California, 94103.
(c) Group V is a diversified telecommunications company operating in
specialized markets. Its wholly owned subsidiaries develop innovative
turnkey communications products integrating the latest digital technology
and advanced voice and information processing applications; and market
propriety value-added telecommunications products to corporations,
non-profit organizations, state lottery agencies, and individuals.
(d) During the past five years, neither Group V nor, to the best of its
knowledge and belief, any of its officers and directors, have been
convicted in a criminal proceeding (except traffic violations or similar
misdemeanors).
(e) During the past five years, neither Group V nor, to the best of its
knowledge and belief, any of its officers and directors have been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding, was or is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to. federal or state securities
laws or finding any violation with respect to such laws.
(f) Group V is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The Shares were received as partial payment for Group V's release
of the Issuer from liability, if any, arising from any events while Issuer
controlled Group V.
ITEM 4. PURPOSE OF TRANSACTION
Group V as partial payment for Group V's release of the Issuer from
liability, if any, arising from any events while Issuer controlled Group V.
Group V may make additional purchases of Shares or may dispose of all or a
portion of the Shares that are presently owned or hereafter acquired, either in
the open market or in private transactions, depending on Group V's evaluation of
the Issuer's business, prospects and financial condition, the market for the
Shares, other opportunities available to Group V, prospects for Group V's own
business, general economic conditions, money and stock market conditions and
other future developments and factors that Group V may deem material to its
investment decision.
Except as set forth in this item 4. Neither Group V, nor to the
best of its knowledge, any of its executive officers and directors, presently
has any plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Group V has acquired and, for the purpose of Rule 13d-3 promulgated under
the Exchange Act, beneficially owns 2,977,100 Shares, representing
approximately 6.79% of the outstanding shares of the Issuer as of February
28, 1998.
(b) Group V has the sole power to vote and dispose of 2,977,100 shares.
(c) The following table sets forth the transactions in the Issuer's Shares
since November 26, 1997:
Number of Aggregate
Date of Sale or Shares (Sold) Price Receipt Value or
Transaction Receipt Received Per Share (Sales Proceeds)
----------- ------- -------- --------- ----------------
12/10/97 Receipt 1,440,000
12/16/97 Sale (50,000) 0.195 (9,741.67)
12/17/97 Sale (10,000) 0.195 (1,941.93)
12/18/97 Sale (10,000) 0.190 (1,891.93)
12/23/97 Sale (30,000) 0.180 (5,391.82)
12/26/97 Sale (20,000) 0.180 (3,591.88)
12/29/97 Sale (35,000) 0.175 (6,116.79)
12/30/97 Sale (60,000) 0.175 (10,491.65)
1/14/98 Sale (35,000) 0.180 (6,291.79)
1/16/98 Sale (100,000) 0.180 (17,991.40)
1/20/98 Sale (10,000) 0.180 (1,791.94)
1/23/98 Sale (10,000) 0.180 (1,791.94)
1/26/98 Sale (17,900) 0.175 (3,124.39)
1/26/98 Receipt 2,160,000
1/28/98 Sale (35,000) 0.175 (6,116.79)
1/29/98 Sale (50,000) 0.175 (8,741.70)
1/30/98 Sale (100,000) 0.180 (17,991.40)
2/3/98 Sale (50,000) 0.190 (9,491.68)
(d) To the best of Group V's knowledge, no person has the right to
receive or the power to direct the receipt of any dividends
from the Shares beneficially owned by Group V.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TOSECURITIES OF THE ISSUER.
Not Applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Not Applicable.
After reasonable Inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATE: June 10, 1998 /s/ JOSEPH J. MONTEROSSO
------------------------------------
JOSEPH J. MONTEROSSO , PRESIDENT
GROUP V CORPORATION
Reporting Person
