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, 2000 Commission File No.0-18224
TotalAxcess.com, Inc. (formerly, Group V Corp.)
(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)
201 Clay Street, Oakland, California 94103
(Address of principal executive offices) (Zip Code)
(510) 286-8700
(Registrant's telephone number, including area code)
N/A N/A
(Former Address, if changed (Former Zip Code, if changed
since last report) 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.
Preferred Stock $.01 par value;170000 shares outstanding as of September 30,2000
Preferred Stock Series B $2.00 par value; 0 shares outstanding
as of September 30, 2000
Common Stock $.15 par value; 12,423,834 shares as of September 30, 2000
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION)
INDEX
PAGE
PART I
Item 1. Financial Statements
Consolidated Condensed Balance Sheet as of September 30, 2000 (unaudited). 1
Consolidated Condensed Statements of Operations for the Three Months
Ended September 30, 2000 and 1999 (unaudited)........................... 2
Consolidated Condensed Statements of Cash Flows for the
Three Months Ended September 30, 2000 and 1999 (unaudited)............... 3
Notes to Consolidated Condensed Financial Statements...................... 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................. 8
PART II
Item 1. Legal Proceedings.................................................. 11
Item 2. Changes in Securities.............................................. 12
Item 3. Defaults Upon Senior Securities.................................... 12
Item 4. Submission of Matters to a Vote of Security Holders................ 12
Item 5. Other Information.................................................. 12
Item 6. Exhibits and Reports on Form 8-K................................... 12
Signatures ................................................................ 13
See accompanying notes to these consolidated condensed financial statements.
3
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION)
Consolidated Condensed Balance Sheet
As of September 30, 2000 (Unaudited)
September 30,
2000
Current Assets:
Cash and cash equivalents .................................$ 695,015
Accounts receivable ....................................... 9,305,444
Notes receivable .......................................... 18,640
Deferred taxes ............................................ 324,873
Income tax receivable ..................................... 250,000
Inventories................................................ 24,259
Prepaid expenses and other assets.......................... 23,100
------------
Total current assets ............................... 10,641,331
------------
Fixed assets:
Furniture and equipment ................................... 10,219,341
Less accumulated depreciation ............................. (254,752)
------------
Total fixed assets, net ............................ 9,964,590
------------
Intangible and other assets:
Goodwill, less accumulated amortization ................... 15,604,246
Other assets .......................................... 2,145,256
------------
TOTAL ASSETS.......................................................$ 38,355,422
============
Current Liabilities:
Capital lease obligations .................................$ 1,750,244
Accounts payable........................................... 30,283,188
Customer deposits.......................................... 56,426
Common stock payable....................................... 4,557,320
Accrued expenses........................................... 2,295,361
------------
Total current liabilities .......................... 38,942,539
------------
Other liabilities
Capital lease obligations .............................. 3,212,199
Other liabilities ...................................... 1,017,511
------------
TOTAL LIABILITIES..................................................$ 43,172,249
------------
Stockholders' Equity (Deficit):
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, no
shares issued and outstanding .................................... -
Common stock - par value $.15; authorized 22,200,000 shares;
12,423,834 shares issued and outstanding.......................... 1,863,575
Additional paid-in capital......................................... 31,046,404
Common stock subscription receivable............................... (250,000)
Accumulated deficit................................................ (37,478,506)
------------
Total Stockholders' Equity (Deficit)....................... (4,816,827)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)...............$ 38,355,422
============
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION)
Consolidated Condensed Statements of Operations
For the Three Month Periods Ended September 30, 2000 and 1999 (Unaudited)
Three Months Ended
September 30,
2000 1999
---- ----
Revenues $9,684,301 $3,746,394
----------- ----------
Costs and expenses:
Operating costs 9,298,294 5,607,336
General and administrative 1,014,641 588,886
Professional services 227,025 52,319
Depreciation and amortization 166,246 8,175
Stock based compensation 0 327,120
Interest expense, net 44,776 0
------ -
Total costs and expenses 10,750,982 6,583,836
---------- ---------
Net(loss) before benefit for income taxes (1,066,681) (2,837,442)
Benefit for income taxes 358,546 -
Net (loss) (708,135) (2,837,442)
Net (loss) applicable to common stock ($714,085) ($2,843,392)
========== ============
Basic and diluted net (loss) per common share ($0.06) ($0.34)
Weighted average common shares outstanding 12,423,834 8,359,350
EBITDA $ (855,658) (2,829,267)
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION)
Consolidated Condensed Statements of Cash Flows
For the Three Month Period Ended September 30, 2000 and 1999 (Unaudited)
Three Months Ended
September 30,
------------------------------------------
2000 1999
------------------- ----------------------
(Restated-Note 2)
Operating activities:
Net Loss $ (708,135) $(2,837,442)
Adjustments to reconcile net loss
to net cash provided (used) in
operating activities:
Stock-based compensation - 327,120
Depreciation and amortization 166,246 8,175
Increase (decrease) from changes in:
Marketable Securities - (39,301)
Accounts receivable 552,381 (2,448,216)
Other assets 174,492 -
Deferred taxes (324,873) -
Inventories 3,295 (30,453)
Prepaid expenses (20,828) (57,828)
Accounts payable and accrued expenses 199,635 4,574,376
--------------- ------------------
Net cash provided (used) by
operating activities 42,213 (503,569)
--------------- ------------------
Investing activities:
Cash acquired in acquisition 272,382 -
Purchase of equipment (15,091) (14,179)
--------------- ------------------
Net cash provided (used) by
investing activities 257,291 (14,179)
--------------- ------------------
Financing activities:
Proceeds from issuance of stock - 510,000
--------------- -------------------
Net cash provided by financing activities - 510,000
--------------- -------------------
Net increase (decrease) in cash 299,504 (7,748)
Cash and cash equivalents,
beginning of period $ 395,511 $ 572,951
Cash and cash equivalents,
end of period $ 695,015 $ 565,203
================ ===================
Supplemental Disclosure of Cash Flow Information Cash paid during the period
for:
Income taxes $ - $ -
Interest $ - $ -
Non-cash Investing and Financing Activities:
During the quarter ended September 30, 2000, the Company acquired all of the
outstanding common stock of Justice Telecom Corporation (Note 3).
See accompanying notes to these consolidated condensed financial statements.
Note 1. business and significant accounting policies
Description of Business
TotalAxcess.com, Inc. (formerly, Group V Corporation) (the "Company") was
originally incorporated in the State of Delaware in 1987 as NuOasis Gaming, Inc.
During the fiscal year ended June 30, 1997, and through May 1999, the Company's
name was Group V Corporation. During the year ended June 30, 1998, the Company
entered the one-plus long distance and pre-paid telecommunications industry as
its main focus of operations.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
TotalAxcess.com, Inc., National Pools Corporation ("NPC"), Lottery Publications
Corporation, Academy Network Services, Inc., and Premier Plus, Inc., and
Signature Communications Network, Inc. They also include the accounts of Justice
Telecom Corporation ("JTC") from the date of its acquisition, which is September
1, 2000.
As used herein, the above is collectively referred to as the "Company," unless
the context indicates otherwise. All intercompany accounts and transactions have
been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for the interim
financial information and the instructions to Form 10-QSB. Accordingly, they do
not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the interim financial statements include all adjustments considered
necessary for a fair presentation of the Company's financial position, results
of operations and cash flows for the three months ended September 30, 2000.
These statements are not necessarily indicative of the results to be expected
for the full fiscal year. These statements should be read in conjunction with
the financial statements and notes thereto included in the Company's annual
report on Form 10-KSB for the fiscal year ended June 30, 2000 as filed with the
U.S. Securities and Exchange Commission.
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.
Note 1. business and significant accounting policies (CONTINUED)
Revenue Recognition
The Company's telecommunication services provide personal identification numbers
("PIN's") for its customers, who are primarily distributors of pre-paid phone
cards. The PIN's are pre-numbered code combinations that are imprinted on these
cards by the customers. This allows for the proper routing and time recording of
minutes used on the calling cards. The Company contracts with a provider of
switching equipment that processes the phone card calls when they are ultimately
used by the end consumer. When cards are ready for distribution to end
consumers, customers authorize the Company to activate a specific sequence of
PIN's. The Company then immediately notifies its switching equipment contractor
to activate the related PIN's.
The Company recognizes revenue when the risks and rewards of the activated PIN's
are transferred to the customer, and when no right of return exists. Typically,
this occurs upon first use of the related pre-paid card. However, it may occur
earlier when the Company has a contractual right to bill the customer within
sixty days after PIN activation, regardless of when the related card is used.
Cash Equivalents
Cash equivalents are highly liquid investments with maturities of three months
or less when acquired.
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.
Amortization of Intangible Assets
In connection with the acquisition of JTC (Note 3), the Company recorded
goodwill of $15,604,246. The Company recorded no related amortization during the
September 2000, as management has not yet completed its analysis to determine an
appropriate estimated useful life.
Income Taxes
The Company uses 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 taxable income for federal and state income tax reporting purposes.
Reverse Stock Split
In February 2000, the Company effected a 1-for-15 reverse split of its common
stock. Accordingly, the authorized number of shares was reduced from 333,000,000
to 22,200,000. Related common stock share and per share amounts have been
retroactively adjusted in the accompanying consolidated financial statements for
this reverse stock split.
Note 1. business and significant accounting policies (CONTINUED)
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 prescribed by SFAS No. 123 and will continue to follow
Accounting Principles Board Opinion No. 25 for measurement and recognition of
employee stock-based transactions. There were no stock options granted to
employees during the three months ended September 30, 2000. However, during the
three months ended September 30, 2000, the Company's Chief Executive Officer
vested in 83,333 stock options. Such options are exercisable at $1.56 per share
and expire five years from the last day of the executive's employment. The
Company recognized no compensation charges during the quarter ended September
30, 2000.
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.
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 per annum) 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. restatement of amounts previously reported
During the course of the audit of the financial statements for the year ended
June 30, 2000, there were several transactions identified which required
adjustment to the consolidated financial statements. Certain of these
adjustments had a significant impact on previously reported quarterly financial
statements. Accordingly, the Company's quarterly consolidated financial
statements for fiscal 2000 have been restated. The significant impact of such
adjustments on the Company's consolidated financial statements as of September
30, 1999, and for the three months then ended are summarized as follows:
Increase in stock based compensation $ 327,120
Increase in general and administrative expenses 73,067
Increase in accounts receivable 359,780
Increase in accrued expenses 373,695
Increase in common stock and APIC 422,783
NOTE 3. QUARTERLY DEvelopments
In August 2000, the Company entered into a stock purchase agreement ("The
Agreement") with Justice Holdings Corporation ("JHC"). Under the terms of the
Agreement, JHC agreed to sell TotalAxcess all the issued and outstanding capital
stock of Justice Telecom Corporation ("JTC"), which JHC owned 100% of at the
time of the acquisition. JTC, a California corporation, is in the business of
providing wholesale telecommunications services to a wide array of customers.
The Agreement provided for an aggregate purchase price that included cash
consideration of $1.00 (One Dollar) and note consideration of $1,300,000 (One
Million Three Hundred Thousand Dollars) payable to JTC.
The Company accounted for the acquisition using the purchase method of
accounting. The cost of the acquisition was allocated on the basis of the fair
market value of the assets acquired and the liabilities assumed. The liabilities
assumed included outstanding carrier payables and other costs, such as employee
termination costs. The excess of the consideration given over the fair market
value of the net assets acquired has been recorded as goodwill of $15,604,246.
However, the purchase price allocation for this acquisition is preliminary and
further refinements are likely to be made based on the completion of final
valuation studies.
The operating results for JTC have been included in the Consolidated Condensed
Statements of Operations from the date of the acquisition, which is September 1,
2000.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000
(the "Form 10-QSB") contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Forward-looking statements are statements other
than historical information or statements of current condition and relate to
future events or the future financial performance of the Company. Some
forward-looking statements may be identified by use of such terms as "expects,"
"anticipates," "intends," "estimates," "believes" and words of similar import.
These forward-looking statements relate to plans, objectives and expectations
for future operations. In light of the risks and uncertainties inherent in all
such projected operation matters, the inclusion of forward-looking statements in
this Form 10-QSB should not be regarded as a representation by the Company or
any other person that the objectives or plans of the Company will be achieved or
that any of the Company's operating expectations will be realized. Revenues and
results of operations are difficult to forecast and could differ materially from
those projected in the forward-looking statements contained in this Form 10-QSB.
The Registrant incurred net losses and negative cash flows from operating
activities since its inception in 1987. The Registrant had cash and cash
equivalents of $695,015 as of September 30, 2000, and a working capital deficit
of $(28,301,208) as of September 30, 2000. Management's plans with respect to
its working capital deficiency are described below.
The Company expects to continue increasing its revenues and cash flow through
the continued wholesale distribution and sale of pre-paid calling cards, One
Plus long distance service and additional services, such as point of sale
terminals. Additionally, the Company expects that the JTC acquisition will
further increase revenues and cash flows by a significant amount. JTC expected
to record $60 million in revenues in 2000 prior to being acquired by
TotalAxcess.
Through the acquisition of JTC, the Company expects to gain contracts with over
50 carriers, a CISCO powered network for voice over IP, strategic satellite
direct routing to some of the highest demand countries for long-distance,
including Mexico, Philippines and Panama, with several other additions planned.
Additionally the Company will gain bi-coastal switching facilities in key
locations: One Wilshire, Los Angeles, California and 60 Hudson, New York, a
proprietary enterprise management software (labeled "Pipeline") for carrier
business management; and an expert technical team composed of nearly two dozen
individuals with over 100 years of combined training and experience.
TotalAxcess will continue expanding its network in Latin America and will lead
the integration of voice and data products in Africa through network deployment
in major centers. Justice is currently the worldwide leader in convergence in
Latin America and was one of the first telcos to use Internet Protocol (IP) to
build a 100% packet-switched network between its U.S. facilities and capital
cities in Chile, Argentina and Peru.
The Company recorded a deferred tax asset in the amount of $358,546 for the
quarter ended September 30, 2000. Management believes that the deferred tax
asset is realizable through net income expected to be earned during the year
ended June 30, 2001. Company's ongoing integration of TotalAxcess and JTC will
continue to create the efficiencies and economies of scale which were
anticipated when the acquisition of JTC was undertaken which further support
this position. As a result of such efficiencies, management expects the Company
to be profitable for fiscal 2001, and expects the Company to be able to utilize
certain of its net operating loss carry forwards ("NOL's").
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
TotalAxcess' revenues for the quarter ended September 30, 2000 increased by 64%,
or $2,402,366, over the quarter ended September 30, 1999. Revenues for the first
quarter of fiscal 2001 were greater than the fourth quarter of fiscal 2000 by
38%, or $1,700,381. Justice contributed revenues of $3,535,541, or 37%, the
total Company revenues of $9,684,301 for the quarter ended September 30, 2000.
These results support the expectations of management that as more of
TotalAxcess' traffic is transferred to JTC's less costly and more diverse
network even larger efficiencies and increased profitability can be anticipated.
RESULTS OF OPERATIONS
Comparison of the Three Months Ended September 30, 2000 and 1999
(restated Note 2)
The Company's revenues increased from $3,746,394 to $9,684,301 between the three
months ended September 30, 1999 and 2000, respectively. This represents an
increase of 158% in overall revenues for the quarter. The following table
represents the revenue contributions for each TotalAxcess and JTC during the
quarter ended September 30, 2000 and in aggregate:
Percent Current
of Percent Qtr
Current Current Prior Quarter of Prior Percent
Quarter Ended Qtr Total Ended Qtr Total Increase
September 30, Revenue September 30, Revenue over
Prior
REVENUE 2000 1999 Qtr
--------------------------------------------------------------------------------
TotalAxcess $ 6,148,760 63% $ 3,746,394 100% 64%
(three months)
JTC (one month) $ 3,535,541 37% $ - 0%
------------ ------------
Combined Totals $ 9,684,301 $ 3,746,394 158%
============ ============
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Total operating costs increased by $3,690,958 or 66% during the quarter ended
September 30, 2000, compared to the same period last fiscal year. $3,418,601 of
this increase can be attributed the operating cost for JTC. TXCI's operating
costs increased from $5,607,336 to $5,879,693, an increase of $272,357 or 5%
during the quarter ended September 30, 2000, compared to the same period last
fiscal year.
Total general and administrative expenses increased by $425,755 or 72% during
the quarter ended September 30, 2000, compared to the same period last fiscal
year, as the Company expanded its operations, staffing and facilities to support
its continuing growth either internally or with the JTC acquisition.
Professional services increased by $174,706 during the quarter ended September
30, 2000, compared to the same period last fiscal year, as the Company retained
the services of telecommunication business, engineering consultants and legal
counsel for a variety of projects, including the JTC acquisition. The quarterly
increases in depreciation expense and interest expense relate directly to the
JTC acquisition, and the Company recorded no stock based compensation charges
during the quarter ended September 30, 2000.
The following table provides the costs and expenses as they relate to TXCI and
JTC, respectively:
TXCI JTC Combined Total
Costs and expenses:
Operating costs $ 5,879,693 $ 3,418,601 $9,298,294
General & administrative $ 781,675 $ 232,966 $1,014,641
Professional services $ 25,025 $ 2,000 $ 227,025
Depreciation and
amortization $ 16,246 $ 150,000 $ 166,246
Stock based compensation $ - $ - $ -
Interest expense, net $ - $ 44,776 $ 44,776
Total costs and expenses $ 6,902,639 $ 3,848,343 $10,750,982
============ ============ ===========
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
On November 10, 1998, the Company filed legal action (TotalAxcess, Inc. 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. On July 26, 1999,
NuOasis Resorts, Inc. and Nona Morelli's II, Inc., and Howe, Fred Luke, Jr. and
Dong filed a cross complaint against the Company alleging claims for, inter alia
breach of contract, fraud, material misrepresentation in the purchase of
securities and libel, rescission of certain contracts and the imposition of a
constructive trust over certain securities. The case was subsequently
transferred to the Superior Court for the County of Orange. The case is
currently in the discovery phase. The trial date is now set for March 2001; all
claims the Company has against Richard Weed are to be arbitrated after the
trial. Management plans to vigorously pursue its complaint and defend each cross
complaint, which it believes lack substantial merit.
On January 6, 1999, the Company filed a lawsuit (TotalAxcess.com, Inc. v. Dennis
Houston, Orange County Superior Court Case No. 809248). This complaint alleges
breach of fiduciary duty by Mr. Houston as one of the Company's directors for
failing to disclose material facts in the Ark-Tel Asset Purchase Agreement that
management believes resulted in the WorldCom suit against the Company (since
settled as per our June 30, 1999 10-KSB). On June 29, 1999, Mr. Houston filed a
cross complaint alleging claims for breach of contract, breach of the implied
covenant of good faith and fair dealing, misrepresentation, fraud and
embezzlement. The Company is vigorously pursuing the matter against Mr. Houston
and plans to vigorously defend the cross complaint. Trial was held in October
2000; as of this filing the Company has not received the court's ruling.
On June 26, 1997, the Company filed a lawsuit (TotalAxcess.com, Inc. v. Network
Long Distance, Inc.) filed 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 shares of
Network Long Distance, Inc.'s common stock (the "Shares") that was received by
the Company in connection with a release of liability granted to NuOasis
Resorts, Inc. Once the Shares were properly transferred to the Company, the
Company dismissed its claims as moot. However, Network Long Distance, Inc.
(currently known as Eclipse Communications, Inc. or "Eclipse") continues to
pursue the Shares through its counterclaims. Eclipse is claiming that it owns
some or all of the Shares and is seeking damages and an injunction prohibiting
the transfer of the Shares. The Company took a judgment in the case; and Eclipse
has taken an appeal. Management believes that it is fairly likely the lower
court ruling will be upheld. A final disposition of the case is expected in late
2000 or early 2001.
On or about December 20, 1999 in the Superior Court in and for the County of San
Francisco, California, Comms People, Inc. ("CPI") filed and served a complaint
for Breach of Contract and several Common Counts against the Company, alleging
damages in the amount of $17,050. The claim arose out of a personal services
contract. The matter was referred by the court to non-binding judicial
arbitration to be heard in August 2000. In order to avoid the uncertainties of
arbitration and subsequent trial, and the inherent legal fees and costs
attendant thereto, a settlement agreement was reached whereby the Company agreed
to pay the aggregate amount of $14,000 to CPI, in three monthly installments
commencing September 1, 2000. In consideration thereof, CPI agreed to release
all claims it might have against the Company, which might arise out of the
personal service contract.
PART II: OTHER INFORMATION (continued)
Item 1. Legal Proceedings (continued)
In February 2000, in the Superior Court in and for the County of Alameda,
Waterview Resolution Corporation filed and served a complaint against National
Pools Corporation for money owed in the amount of $59,673. The action arose out
of a guarantee on leased equipment assumed by the Company on behalf of Ark-Tel
Incorporated and Dennis Houston. In order to avoid the uncertainties of trial
and the inherent legal fees and costs attendant thereto, a settlement agreement
was reached in May 2000 whereby the Company agreed to pay the aggregate amount
of $40,000 to Waterview in four equal monthly installments commencing June 1,
2000. Upon its receipt of the fourth and final payment on or about October 1,
2000, Waterview dismissed the case in its entirety. The settlement amount is an
element of the damages sought by the Company in its pending action against
Dennis Houston in the Orange County Superior court action discussed above.
The Company is from time to time, involved in various lawsuits generally
incidental to its business operations, consisting primarily of collection
actions and vendor disputes. The Company does not believe that such claims and
lawsuits, either individually or in the aggregate, will have an adverse effect
on its operations or financial condition.
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
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.
TOTALAXCESS.COM, INC. (formerly, GROUP V CORPORATION.)
Date:November 15, 2000 by: /s/ Joseph Monterosso
-----------------------------------------------
Joseph Monterosso, Chief Executive Officer
& Director
Date:November 15, 2000 by: /s/ Russell F. McCann, Jr.
-----------------------------------------------
Russell F. McCann, Jr., Director
Date:November 15, 2000 by: _/s/Ralph Brandifino _ _
-----------------------------------------------
Ralph Brandifino, Chief Financial Officer
