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, 1998 Commission File No. 0-18224
Corporation (formerly, NuOASIS GAMING, INC.)
(Exact name of registrant as specified in its charter)
Delaware 95-4176781
(State or other jurisdiction (I.R.S.Employer Identification Number)
of 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
since last report) last report)
(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 June 30, 1998
Preferred Stock Series B $2.00 par value; 150,000 shares
outstanding as of June 30, 1998
Common Stock $.01 par value; 49,889, 880 shares as of Dec 31, 1998.
<PAGE>
GROUP V CORPORATION
(formerly, NUOASIS GAMING, INC.)
INDEX
PAGE
PART I
Item 1. Financial Statements
Consolidated Condensed Balance Sheet as of September 30, 1998
(unaudited)................................................... 1
Consolidated Condensed Statements of Operations for the Three Months
Ended September 30, 1998 and 1997 (unaudited)................. 2
Consolidated Condensed Statements of Cash Flows for the
Three Months Ended September 30, 1998 and 1997 (unaudited).... 3
Notes to Consolidated Condensed Financial Statements............. 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 8
PART II
Item 1. Legal Proceedings................................................. 9
Item 2. Changes in Securities............................................. 10
Item 3. Defaults Upon Senior Securities................................... 10
Item 4. Submission of Matters to a Vote of Security Holders............... 10
Item 5. Other Information................................................. 10
Item 6. Exhibits and Reports on Form 8-K.................................. 10
Signatures................................................................ 11
<PAGE>
GROUP V CORPORATION
(formerly, NUOASIS GAMING, INC.)
Consolidated Condensed Balance Sheet
As of September 30, 1998 (Unaudited)
September 30,
1998
(Unaudited)
Current Assets:
Cash and cash equivalents ..................................$ 33,729
Marketable securities ...................................... 72,420
Accounts receivable......................................... (117,108)
Advances.................................................... (237,993)
Inventories................................................. 44,329
Prepaid expenses ........................................... 25,483
Current Assets ....................................... (179,191)
Fixed assets:
Furniture and equipment .............................. 806,706
Less accumulated depreciation ........................ (94,515)
Totalfixed assets, net ........................... 712,191
Other assets ...................................................... 14,661
TOTAL ASSETS......................................................$ 547,713
Current Liabilities:
Current portion of capital lease obligations ...............$ 114,188
Notes Payable ..............................................$ 100,000
Accounts payable............................................ 1,329,950
Due to affiliates .......................................... --
Deferred revenue............................................ 47,373
Accrued expenses and accrued interest....................... 430,751
Total Current Liabilities ............................ 2,022,262
Long Term Liabilities:
Long term capital lease obligations............................... 546,463
Notes payable .................................................... 1,200,000
Total Long Term Liabilities................................. 1,746,463
Total Liabilities .......................................... 3,768726
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 $.01; authorized 333,000,000 shares;
49,889,880 shares issued and outstanding......................... 498,797
Additional paid-in capital.........................................16,635,791
Stockholders' receivables................... ...................... (515,967)
Unrealized loss on marketable securities........................... (429,738)
Accumulated deficit...............................................(19,711,595)
Total tockholders' Equity....................................(3,221,012)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........................$ 547,713
See accompanying notes to these consolidated condensed financial statements.
<PAGE>
GROUP V CORPORATION
(formerly, NUOASIS GAMING, INC.)
Consolidated Condensed Statements of Operations
For the Three Month Period Ended September 30, 1998 and 1997 (Unaudited)
Three Months Ended
September 30,
--------------------------
1998 1997
------------ ------------
(Unaudited) (Unaudited)
Revenues $ 272,576 $ --
------------ ------------
Costs and expenses:
Operating costs 287,025 --
General and 675,060 173,258
administrative
Professional services 132,743 177,848
Depreciation and 29,815 4,410
amortization
Interest expense, net 24,000 17,385
------------ ------------
Total costs and 1,148,643 372,901
expenses
------------ ------------
------------ ------------
Net (loss) from
continuing operations (876,067) (372,901)
------------ ------------
Net (loss) $(876,067) $(372,901)
============ ============
Net (loss) applicable to
common stock $(876,067) $(378,851)
============ ============
Basic and diluted net
(loss) $ (.02) $ (.01)
per common share
============ ============
Weighted average common
shares outstanding 49,889,880 42,179,445
============ ============
See accompanying notes to these consolidated condensed financial statements.
<PAGE>
GROUP V CORPORATION
(formerly, NUOASIS GAMING, INC.)
Consolidated Condensed Statements of Cash Flows
For the Three Month Period Ended September 30, 1998 and 1997 (Unaudited)
Three Months Ended
September 30,
-------------------------
1998 1997
------------ ------------
(Unaudited) (Unaudited)
Operating activities:
Net Loss $(634,008) $(372,901)
Adjustments to reconcile net
loss to
net cash used in operating
activities:
Depreciation and 29,815 4,410
amortization
Increase (decrease) from
changes in:
Marketable Securities 73,435
Accounts receivable and 127,194 (62,409)
advances
Inventories (2,961)
Prepaid expenses (9,565) 17,841
Other Assets (7,461)
Accounts payable, accrued 80,507
expenses and interest 693,722
Deferred revenue 40,305
Due to affiliate (354,639) 61,007
------------ ------------
Net cash used in operating (43,163) (271,545)
activities
------------ ------------
------------ ------------
Investing activities:
Purchase of equipment (51,974) --
Acquisitions of other -- --
assets --
------------ ------------
------------ ------------
Net cash provided in --
investing activities (51,974)
------------ ------------
------------ ------------
Financing activities:
Proceeds from
stockholders' -- 30,200
receivables
Payments from -- --
stockholders'receivables
------------ ------------
------------ ------------
Net cash provided from
financing activities -- 30,200
------------ ------------
Net (decrease) increase in (96,137) (241,345)
cash
Cash and cash equivalents, beginning 62,408 677,525
of period
============ ============
Cash and cash equivalents, end of period $ 33,729 $436,180
============ ============
Supplemental Disclosure of Cash Flow Information
Cash paid during the period
for: $ -- $ --
Income taxes
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
Purchase of NPC for Notes payable $ -- $ --
Purchase of NPC for Accrued liability $ -- $ --
See accompanying notes to these consolidated condensed financial statements.
<PAGE>
GROUP V CORPORATION
(formerly, NUOASIS GAMING, INC.)
Notes to Consolidated Condensed Financial Statements
September 30, 1998
(Unaudited)
Note 1. General
PRINCIPLES OF CONSOLIDATION
Group V Corporation (formerly, NuOasis Gaming, Inc.) (the "Company") was
originally incorporated in the State of Delaware in 1987. The Company has
historically operated as a holding company for leisure and entertainment related
businesses. During the year ended June 30, 1998 ("Fiscal 1998"), the Company,
through its wholly-owned subsidiaries, entered the one-plus and pre-paid
telecommunications industry, the network marketing industry and the lottery
publications and lottery club play industries
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 September 30, 1998, and its results of operations and cash flows
for the three month 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, 1998. The unaudited results of
operations for the three month ended September 30, 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 September 30, 1998 and 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, which include accounts receivable,
notes payable, and capital lease obligations, approximated their carrying value
as of September 30, 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.
As of September 30, 1998, marketable securities consist of 1,577,708 shares
of common stock of NuOasis Resorts, Inc., a stockholder. The Company has
classified these equity securities as available-for-sale and, accordingly, they
are presented in the accompanying consolidated balance sheet at their estimated
fair market value based on quoted market prices as of September 30, 1998.
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 SFAS No. 123 at the fair market value of the stock issued or the
fair market value of the services provided whichever value is more reliably
measurable. The values of the services are typically stipulated by contractual
agreements.
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 ($23,800 for each of Fiscal
1998 and Fiscal 1997) 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.
NOTE 2. ACQUISITIONS
National Pools Corporation
On June 13, 1996, NuOasis Resorts, Inc. (formerly, Nona Morelli's II,
Inc.), ("Nona"), ("NuOasis Resorts"), 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 NouOasis Resorts.
The Option is exercisable at a price of $13.00 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 into 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 Group V debt in excess of $20,000 on December
24, 1996, except for amounts owed 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 $13.00 per share, by payment to NuOasis Resorts of
approximately $1,665,000. The 128,041 Series B Shares acquired may be
immediately converted into 9,987,198 shares of restricted Group V common stock.
Additionally, on June 13, 1997, Group V sold its wholly owned subsidiary, CMA,
Inc., 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, 1996, the Option was amended (the
"Amended Option") to increase the exercise price for 21,959 of the Series B
Preferred shares from $13.00 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 Series B Preferred 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 1,712,802 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 V, in exchange for
approximately $1,585,000 of marketable securities.
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 (the "Warrant Note"). Each New
Class D Warrant is exercisable at $1.00 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 New Class D Warrants have been exercised. The New Class D
Warrants expire on March 30, 2004, and to date, none of 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 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, Mr. Dennis Houston, is a
shareholder and officer of UNSI. The Net Profits Interest would have provided
the Company with up to 50% of UNSI's net operating profit and granted the
Company the option to convert its Net Profits Interest into an 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 service expense
and in June 1998 terminated its employment agreement with Mr. Houston. UNSI is
an interexchange carrier that provided telecommunications services to both
residential and business customers throughout the United States and certain
foreign countries. In August 1998, UNSI filed for protection under Chapter 11 of
the U.S. Bankruptcy code and has subsequently been liquidated under Chapter 7 of
the U.S. Bankruptcy Code. Lottery Publication Corporation
During the quarter ended March 31, 1998, the Company formed a wholly owned
subsidiary, Lottery Publication Company (LPC) which publishes Lottery Insider
Magazine. Lottery Insider magazine is a monthly digest of player strategies,
human-interest stories and tips and statistics of interest to all lottery
players. A syndicated and award winning editorial team head the groundbreaking
publication.
Ark-Tel, Inc.
On May 15, 1998, and effective March 1, 1998, the Company, through its
newly formed wholly owned subsidiary, Academy Network Services, Inc. ("ANS"),
acquired certain capital leases related to telephone switching and platform
assets and office equipment (the "Ark-Tel Assets") of Ark-Tel, Inc., a wholly
owned subsidiary of UNSI. Pursuant to the related Asset Purchase Agreement, the
Company acquired assets with an estimated fair market value that approximated
related lease obligations in exchange for the forgiveness of amounts owed to the
Company of approximately $300,000. The excess of the total consideration paid
over the estimated fair value of net assets acquired approximated $300,000 and
was charged to expense during the year ended June 30, 1998. As a long distance
carrier, ANS provides the full telecommunications, customer service and
fulfillment support of the HitLoTTo(R) program as well as servicing the
telecommunications and support service needs of the Company's other
subsidiaries.
Premier Plus, Inc.
On April 7, 1998 the Company incorporated a new wholly-owned subsidiary,
Premier Plus, Inc. (PPI), as a network marketing company which sells and
distributes the Company's various telecommunication products and services,
including custom pre-paid calling cards, pre-paid calling cards, One-Plus
residential and business long distance services, Lottery Insider Magazine and
NPC's HitLoTTo(R) program. Premier Plus has exclusive marketing and distribution
rights with a number of leading sports and travel services providers. Premier
Plus, Inc. operates through approximately 200 independent sales representatives
nationwide who are centrally managed by the Company's operations in San
Francisco, California
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 $33,729 and $436,180 as of September 30, 1998
and 1997, respectively.
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 of operation is to
actively search for additional sources of equity financing and new operating
opportunities. Subsequent to June 30, 1998, the Company raised gross proceeds of
$575,900 in a private placement of 14,120,019 shares of its common stock. In
addition, the Company expects that cash provided from operating activities will
increase as the products sold by the Company's newly formed wholly owned
subsidiaries gain market acceptance. The Company intends to operate with minimal
fixed overhead expenses and to use its common stock to satisfy it financial
obligations when possible. Ultimately, the Company's continued existence is
dependent upon the Company's successful development of NPC's HitLoTTo(R) product
and the ability of ANS to increase revenues and cash flow through Pre-paid
calling card sales and One Plus long distance services to achieve profitable
operations.
The Registrant is also pursuing other joint venture, merger or acquisition
opportunities that may provide additional capital resources during fiscal 1999.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED september 30, 1998 AND 1997
As a result of the acquisition of the Ark-Tel assets effective March 1,
1998, the Company reported revenues of $ 272,576 compared to no revenues in the
same period last year.
Total general and administrative expenses increased by $501,802 or 289%
during the quarter ended March 31, 1998, compared to the same period last year,
as the Company continued staffing its newly formed operating subsidiaries.
Professional services decreased by $ 45,105 or 26% during the current
quarter compared to the same period during last year due to the decreasing
services of attorneys 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).
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
On December 12, 1997, the Company received a lawsuit filed by John D.
Desbrow, former Officer and Director, against the Company for past services
allegedly due in the amount of approximately $13,000. This lawsuit has been
settled with Mr. Desbrow for $7,500. Group V is seeking reimbursement from Nona
in the amount of $7,500.
On August 28, 1998, the Company received a lawsuit filed by Worldcom
Network Services, Inc. to recover the sum of $2,208,362 allegedly due and owing
as a result of a debt that the Company allegedly guaranteed on behalf of UNSI.
The Company denies liability on the guarantee. A settlement conference has been
set for May 21, 1999.
On October 2, 1998 NPC received a Complaint (Pickett Communications Inc. v.
National Pools Corporation) in San Francisco Superior Court, Case No. 998281,
seeking unspecified monetary damages and challenging NPC's right to use the
HitLoTTo(R) logo. The Company was not served with this complaint until November
25, 1998. The Company filed an Answer to the Complaint on April 1, 1999.
On November 10, 1998, the Company filed legal action (Group V v. NuOasis
Resorts, Inc; Nona Morelli's II, Inc.; NuOasis International, Inc.; Fred Luke,
Jr.; Rocci Howe; Steven H. Dong; John D. Desbrow; Archer & Weed; Richard Weed)
in San Francisco Superior Court, Case No. 999131. The suit alleges fraud and
misrepresentation in the sale of securities, which were not qualified for sale
and professional malpractice against legal counsel representing the Defendants
in this transaction. All counsel have stipulated to a change in venue from San
Francisco to Orange County Superior Court. As of this date, the San Francisco
Court has transferred the file to the Orange County Court. However, the Orange
County Court has not assigned a case number to the file as of yet.
On January 6, 1999, the Company filed a lawsuit (Group V Corporation v.
Dennis Houston) in San Francisco Superior Court, Case No. 300348. This Complaint
alleges Breach of Fiduciary Duty by Mr. Houston for failing to disclose material
facts in the Ark-Tel Asset Purchase Agreement which have resulted in the
Company's being sued by Worldcom Network Services (see above).
On February 19, 1999 the Company received a lawsuit filed (Accountemps and
RHI Management Resources, Divisions of Robert Half International, Inc. v. Group
V Corporation) in San Francisco Superior Court, Case No. 301366. This Complaint
was filed for Breach of Contract to recover approximately $26,000 allegedly due
and owing for temporary employment services. The Company denies liability for
the amount claimed.
On July 26, 1999, the Company filed a lawsuit (Group V Corporation v.
Network Long Distance, Inc.) in the District Court, City and County of Denver,
Case No. 97 CV 4131, Division 7. The complaint was filed against Network Long
Distance, Inc. and their transfer agent to compel them to release the Network
Long Distance shares received in the NuOasis Exchange Agreement. A five-day
trial has been set to commence on September 13, 1999 in Denver, Colorado.
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
<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.)
Date: April 30, 1999 By:/s/ Joseph Monterosso
Joseph Monterosso, President and Director
Date: April 30, 1999 By:/s/ Russell F. McCann, Jr.
Russell F. McCann, Jr., Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 33,729
<SECURITIES> 72,740
<RECEIVABLES> (114,108)
<ALLOWANCES> 0
<INVENTORY> 44,329
<CURRENT-ASSETS> (179,191)
<PP&E> 806,706
<DEPRECIATION> (94,515)
<TOTAL-ASSETS> 547,713
<CURRENT-LIABILITIES> 1,385,700
<BONDS> 0
0
301,700
<COMMON> 498,797
<OTHER-SE> (4,021,509)
<TOTAL-LIABILITY-AND-EQUITY> 547,713
<SALES> 272,576
<TOTAL-REVENUES> 272,576
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,148,643
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24,000
<INCOME-PRETAX> (876,067)
<INCOME-TAX> 0
<INCOME-CONTINUING> (876,067)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (876,067)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
