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 March 31,2000 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 (I.R.S. Employer Identification Number)
f 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
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 March 31,
2000
Preferred Stock Series B $2.00 par value; 23,589 shares outstanding as of
March 31, 2000
Common Stock $.15 par value; 12,328,464 shares as of March 31, 2000.
<PAGE>
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION.)
INDEX
PAGE
PART I
Item 1. Financial Statements
Consolidated Condensed Balance Sheet as of March 31, 2000
(unaudited)......................................... 1
Consolidated Condensed Statements of Operations for the
Three Months Ended
March 31, 2000 and 1999 (unaudited)................... 2
Consolidated Condensed Statements of Cash Flows for the
Three Months Ended March 31, 2000 and 1999 (unaudited)
3
Notes to Consolidated Condensed Financial Statements... 4
Item 2. Management's Discussion and Analysis of Financial
Condition and
Results of Operations.................................. 7
PART II
Item 1. Legal Proceedings...................................... 8
Item 2. Changes in Securities.................................. 9
Item 3. Defaults Upon Senior Securities........................ 9
Item 4. Submission of Matters to a Vote of Security Holders.... 9
Item 5. Other Information...................................... 9
Item 6. Exhibits and Reports on Form 8-K....................... 9
Signatures.....................................................
10
<PAGE>
1
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION.)
Consolidated Condensed Balance Sheet
As of March 31, 2000 (Unaudited)
March 31,
2000
(Unaudited)
Current Assets:
Cash and cash equivalents ................................$ 326,374
Marketable securities .................................... 30,176
Accounts receivable.......................................10,074,459
Advances.................................................. (6,558)
Inventories............................................... 29,853
Prepaid expenses ......................................... 165,605
Total Current Assets ...............................10,619,909
Fixed assets:
Furniture and equipment ........................................ 341,563
Less accumulated depreciation ..................... (80,331)
Total fixed assets, net ......................................... 261,232
Other assets .................................................... 7,200
TOTAL ASSETS...................................................$10,888,341
Current Liabilities:
Current portion of capital lease obligations ..............$ 698,091
Notes Payable ............................................. --
Accounts payable..........................................12,638,761
Due to affiliates ......................................... --
Deferred revenue........................................... --
Accrued expenses and accrued interest......................1,348,716
Total Current Liabilities .....................................14,685,568
Long Term Liabilities:
Long term capital lease obligations............................... (32,387)
Notes payable ...................................................1,065,717
Total Long Term Liabilities.....................................1,033,330
Total Liabilities ........................................15,718,898
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
35,193 shares(aggregate liquidation of $300,000) 70,386
Common stock - par value $.15; authorized 22,200,000 shares;
12,328,464shares issued and outstanding.......................1,762,786
Additional paid-in capital......................................21,268,735
Stockholders' receivables....................................... --
Unrealized loss on marketable securities..........................(100,145)
Accumulated deficit............................................(27,834,019)
Total Stockholders' Equity.................................. (4,830,557)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.....................$10,888,341
See accompanying notes to these consolidated condensed financial
statements.
<PAGE>
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION.)
Consolidated Condensed Statements of Operations
For the Three Month Period Ended March31, 2000 and 1999
(Unaudited)
Three Months Ended
March 31,
2000 1999
(Unaudited) (Unaudited)
Revenues $5,293,486 $191,875
Costs and expenses:
Operating costs 5,141,978 185,090
General and administrative 418,411 369,684
Professional services 111,832 81,037
Depreciation and amortization 8,175 29,815
Interest expense, net 0 0
---------- ---------
Total costs and expenses 5,680,396 665,626
---------- ---------
Net (loss) from continuing operations (386,910) (473,751)
---------- ---------
Net (loss) (386,910) (473,751)
========== =========
Net (loss) applicable common stock (386,910) (473,751)
========== =========
Basic and diluted net (loss)
per common share (.04) (.01)
========== =========
Weighted average common
shares outstanding 10,501,195 94,191,215
========== =========
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION.)
Consolidated Condensed Statements of Cash Flows
For the Three Month Period Ended March 31, 2000 and 1999
(Unaudited)
Three Months Ended
March 31,
2000 1999
(Unaudited) (Unaudited)
Operating activities:
Net Loss $(386,910) $(290,735)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 8,175 29,815
Increase (decrease) from changes in:
Marketable Securities -- --
Accounts receivable and advances (4,952,287) (29,512)
Inventories 1,887 --
Prepaid expenses (74,663) 5,533
Other Assets 18,319 --
Accounts payable, accrued
expenses and interest 4,630,984 (425,099)
Deferred revenue -- --
Due to Officer -- --
Due to affiliate -- --
Net cash used in operating (754,495) (709,998)
Investing activities:
Proceeds from sale of securities -- 1,003,119
Purchase of equipment (170,389) (58,214)
Net cash provided in investing activities (170,389) 944,905
Financing activities:
Net cash provided from issuance of stock 1,049,506 --
Payments from stockholder's receivables -- --
Net cash provided from
financing activities 1,049,506 --
Net (decrease) increase in cash 124,622 234,907
cash and cash equivalents, beginning of period 185,181 7,795
Cash and cash equivalents, end of period 309,803 242,701
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
converted to common stock $ -- $ --
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.
TOTALAXCESS.COM, INC.
(formerly, GROUP V CORPORATION)
Notes to Consolidated Condensed Financial Statements
March 31, 2000
(Unaudited)
Note 1. General
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements for the quarter ended
March 31, 2000, include the accounts of TotalAxcess.com, Inc., National Pools
Corporation ("NPC"), Lottery Publications Corporation ("LPC"), Academy Network
Services, Inc. ("ANS"), and Premier Plus, Inc. ("PPI"). 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.
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.
REVENUE RECOGNITION
The Company's telecommunication services provide PIN numbers for its
customers, who are primarily distributors of pre-paid phone cards. The PIN
numbers are pre-numbered code combinations that are imprinted on these cards by
the customers/distributors. 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 the end
consumer ultimately uses them. When cards are ready for distribution to end
consumers, customers/distributors 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. Upon activation of the PIN's, the
Company recognizes revenue, as the risks and rewards of the activated PIN's are
transferred to the customers/distributors and, generally, no right of return
exists. The Company typically bills its customers/distributors as calls are made
using activated PIN's. Sixty days after activation of each PIN, any unbilled
amounts for each activated PIN are billed in full. To adhere to the matching
principle, the Company accrues for the estimated cost of providing
telecommunication services for activated PIN's at the time revenue is
recognized.
CASH EQUIVALENTS
Cash equivalents are highly liquid investments with maturities of three
months or less when acquired.
FAIR VALUE OF FINANCIAL INSTRUMENTS
As of March 31, 2000, marketable equity securities consist of 650,292
shares of common stock of NuOasis Resorts, Inc., a stockholder (Note 2). 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 June
30, 1999. Additionally, unrealized gains and losses on these securities are
presented as a component of other comprehensive loss in the accompanying
consolidated statements of operations and comprehensive loss.
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 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
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 each of the years ended June 30, 1999 and 1998 or during the
quarter ended March 31, 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. 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 TotalAxcess.com, Inc. (the "Series B Shares") owned by
NouOasis Resorts. The Option is exercisable at a price of $13.00 per share.
On December 19, 1996, TotalAxcess.com, Inc. entered into Stock Purchase
Agreements with each of the shareholders of National Pools Corporation ("NPC ")
pursuant to which TotalAxcess.com, Inc. 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 TotalAxcess.com, Inc.'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 TotalAxcess.com, Inc. 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 TotalAxcess.com, Inc.
common stock. The Notes are non-recourse to TotalAxcess.com, Inc., 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 TotalAxcess.com, Inc.
agreed to a debt assumption agreement whereby all TotalAxcess.com, Inc. debt in
excess of $20,000 on December 24, 1996, except for amounts owed to certain
affiliates, which have been converted into shares of TotalAxcess.com, Inc.
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 TotalAxcess.com, Inc.
common stock. Additionally, on June 13, 1997, TotalAxcess.com, Inc. 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 TotalAxcess.com, Inc. common stock. Concurrent with the exercise of
the Amended Option, TotalAxcess.com, Inc. released NuOasis Resorts from
liability, if any, arising from any events while NuOasis Resorts controlled
TotalAxcess.com, Inc., 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.
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 1987. The Registrant had cash and
cash equivalents of approximately $356,550 and $242,701 as of March 31, 2000 and
1998, respectively, and a working capital deficit of $(4,066,030) and
$(1,849,659) as of March 31, 2000 and 1998, respectively. The Company's revenues
increased from $191,875 to $5,293,486 between the quarters ended March 31, 1999
and 2000, respectively. This represents an increase of 2,659% in revenue. This
increase occurred primarily as the result of on-going and new telecommunication
services contracts secured by the Company in fiscal 1999 and 2000. Further, the
Company increased its internal sales force and independent distributor network
relative to fiscal year 1998.
This Quarterly Report on Form 10-QSB for the quarter ended March 31, 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 Company expects to increase revenues and cash flow through the
wholesale distribution and sale of pre-paid calling cards by expanding its
in-house sales force and adding more independent distributors to its network.
The Company's One Plus long distance service, which the Company is revamping to
provide more competitive rates, and additional services will be included as a
product for this sales force to market.
Additionally, management announced in August 1999 the strategic alliance
with licensed long distance carrier Comnet that will broaden their international
pre-paid network services into Mexico. The Company has been negotiating and is
prepared to move forward with additional strategic alliances' in Paraguay, India
and Italy that management believes will further increase revenues and cash flow.
The Registrant will also continue to search for additional sources of equity
financing through the private placement of its common stock.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED March 31, 2000 and 1999
Total general and administrative expenses increased by $49,517 or 13%
during the quarter ended March 31, 2000, compared to the same period last fiscal
year, as the Company expanded its operations and staffing to support its
continuing growth. Professional services increased by $30,795 or 38% during the
quarter ended March 31, 2000, compared to the same period last fiscal year, as
the Company felt it necessary to retain the services of telecommunication
business and engineering consultants. Investor Relations expense increased
between March 31, 1999 and 2000 from $3,245 to $113,356, respectively. This
3,339% increase can be directly attributed to the cost for preparing, filing,
printing, mailing, processing and holding the annual shareholder's meeting.
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 representing the
Defendants in this transaction. On July 26, 1999, NuOasis Resorts, Inc. and Nona
Morelli's II, Inc. filed a cross complaint against the Company alleging claims
for breach of contract, fraud, material misrepresentation in the purchase of
securities and libel, and seeks rescission of certain contracts and the
imposition of a constructive trust over certain securities. Also on July 26,
1999, Rocci Howe, Fred Luke, Jr. and Steven Dong filed cross complaints against
the Company alleging claims for breach of contract, indemnity and libel. All
counsel have stipulated to a change in venue from San Francisco to Orange County
Superior Court, and the San Francisco Court has transferred the file to the
Orange County Court. The trial date is set for July 2000. The Court ordered that
all claims the Company has against Richard Weed are to be arbitrated and that
this arbitration will not take place until after the trial. Management plans to
vigorously pursue its complaint and defend each cross complaint, which it
believes lack substantial merit.
<PAGE>
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 which have resulted in the Company's being sued by Worldcom Network
Services, Inc. (see above). 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. At the present time, related legal
counsel has not yet received responses to discovery, but the court has set an
evaluation conference for December 2, 1999.
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. In response to Eclipse's allegations, management has
indicated that it will vigorously contest the litigation, as it believes the
case to be groundless and without merit. In April 200 the Company received a
summary judgment from the court on its motion to dismiss this litigation.
Subsequently, Eclipse filed an appeal within 20 day.
Although there is no pending litigation at the present time, M.H. Meyerson
& Co. ("Meyerson") claims that it is entitled to 717,898 warrants to purchase
common stock of the Company pursuant to a December 12, 1997 Investment Banking
Agreement. The Company contends that Meyerson is not entitled to the warrants
because it failed to fulfill its obligations under the Investment Banking
Agreement. In May 2000 the Company and Meyerson reached a settlement in this
matter.
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
On January 28, 2000 the Company held it's Annual Meeting of Shareholders
for the following purposes:
1. To elect two directors, each to hold office until the next
Annual Meeting of Shareholders and until their successors are
elected and qualified;
2. To approve and amendment to the Company's Certificate of
Incorporation to amend the voting rights granted to Stockholders
of Series B Convertible Preferred Stock to be consistent with
the proposed share consolidation;
3. To approve an amendment to the Company's Certificate of
Incorporation to adopt a one-for-fifteen share consolidation of
the outstanding Common Stock and decrease the authorized number
of shares of Commons Stock from 333,000,000 to 22,200,000; and
4. To adopt the TotalAxcess.com, Inc. 2000 Stock Option
Plan; and
5. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The slate of nominees elected for director consisted of the following
individuals:
Joseph Monterosso, age 53
Russell F. McCann, age 44
Mr. Monterosso received 111,427,291 votes "for" his
election to director; the number of votes cast "against" was
1,376,860; and the total number of "abstentions" was
4,206,543.
Mr. McCann received 112,948,874 votes "for" his
election to director; the number of votes cast "against" was
4,040,573; and the total number of "abstentions" was 21,247.
The total number of votes cast was 117,010,694. This represents
72.60% of the outstanding number of shares, which were 161,171,448 at the
time of the meeting
The second proposal to be acted upon pertained to the following:
Although the Certificate of Determination for Series B Convertible
Preferred Stock provides for the adjustment of the conversion ration
to Common Stock in the event of a stock split or reverse stock split,
it inadvertently did not provide for the adjustment of the righting
rights. The Company currently has 1,200 shares of Series B
Convertible Preferred Stock issued and outstanding. Under the terms
of the Series B Convertible Preferred Stock, the holders of Series B
Convertible Preferred stock shall have seventy-eight (78) votes per
share. Therefore, in the event of a one-for-fifteen share
consolidation as proposed in Proposal Three, the holders of Series B
Convertible Preferred Stock will still be entitled to seventy-eight
(78) votes per share after the effective date of a one-for-fifteen
share consolidation. That was not the intent of the Company or the
holders of Series B Preferred Stock.
The Company believes that adoption of Proposal Two, which will amend
the voting rights of the Series B Convertible Preferred Stock will
maintain the rights, preference, privileges, and rights as originally
intended by the Company and the holders of Series B Convertible
Preferred Stock. After discussions, the holders of the majority of
the outstanding shares of Series B Convertible Preferred Stock have
consented to the amendment and intend to vote for the amendment to
the Company's Certificate of Incorporation to amend the voting rights
granted to the Series B Convertible Preferred Stock.
The total number of votes cast "for" the proposal was 111,847,663; the
number of votes cast "against" was 4,841,763; and the total number of
"abstentions" was 321,268. The total number of votes cast was 117,010,694. This
represents 72.60% of the outstanding number of shares, which were 161,171,448 at
the time of the meeting.
The third proposal to be acted upon pertained to the following:
The Board of the Company adopted a resolution approving and
recommending to the holders of Common Stock, Series B Convertible
Preferred Stock, and 14% Preferred Stock that they approve an
amendment to the Company's Certificate of Amendment to
one-for-fifteen share and consolidation of outstanding Common Stock
and to decrease the authorized number of shares of Common Stock from
333,000,000 to 22,200,000, all of which shall be considered as one
proposal to be submitted to a vote of holders of Common Stock, Series
B Convertible Preferred Stock, and 14% Preferred Stock. The vote will
be taken "FOR" or "AGAINST" this Proposal Three so that all two
elements are considered in one vote. Proposal Three was adopted by
the Board of Directors and is subject to approval by a majority of
votes cast by the holders of the Common Stock, Series B Convertible
Preferred Stock, and 14% Preferred Stock, voting as a class, as
determined on the record date, represented in person or by proxy
constitute a quorum for the Meeting.
If approved by the stockholders and implemented by the Board of
Directors, other than (i) decreasing the authorized number of shares
of Common Stock from 333,000,000 to 22,200,000,(ii) adjusting the par
value of the Common Stock from $.01 to $.15, and (iii) adjusting the
total number of shares of Common Stock issued prior to the adoption
of the one-for-fifteen share consolidation will result in no other
material changes to ownership of the stock. Each stockholder will
hold the same percentage of Common Stock, Series B Convertible
Preferred Stock, and 14% Preferred Stock outstanding immediately
following the one-for-fifteen share consolidation as each stockholder
did immediately prior to the one-for-fifteen share consolidation,
except that the consolidation may result in an immaterial adjustment
due to the purchase of any fractional shares of Common Stock that
result from the consolidation.
If Proposal Three is approved by the stockholders of the Company, the
amendment will be filed unless the Board of Directors of the Company
determines that filing such amendment would not be in the best
interest of the Company and its stockholders. If the Board of
Directors makes such determination, it may elect not to file or elect
to delay the filing of the amendment to implement Proposal Three. The
actual timing of such filing (and whether such filing is made) will
be determined by the Board of Directors based upon their evaluation
as to when such action will be most advantageous to the Company and
its stockholders. In addition, the Board of Directors may make any
and all changes to the one-for-fifteen share consolidation amendment
that it deems necessary to give effect to the intent and purpose of
the one-for-fifteen share consolidation.
<PAGE>
The following table illustrates the principal effects of the proposed
one-for-fifteen share consolidation on the authorized number of
shares:
Number of Shares of
Common Stock Prior to Proposal Three After Proposal Three
Authorized: 333,000,000 22,200,000
Outstanding: 159,161,506 10,610,767(1)
Available for Future Issuance: 173,838,494 11,589,233(1)
Number of Shares of
Preferred Stock Prior to Proposal Three After Proposal Three
Authorized: 1,000,000 1,000,000
Outstanding Series B 23,589 23,589
Outstanding 14% Preferred 170,000 170,000
(1) Subject to minor adjustment due to rounding of fractional shares.
The total number of votes cast "for" the proposal was 106,101,453; the
number of votes cast "against" was 10,606,963; and the total number of
"abstentions" was 68,642. The total number of votes cast was 117,010,694. This
represents 72.60% of the outstanding number of shares, which were 161,171,448 at
the time of the meeting.
The fourth proposal to be acted upon pertained to the following:
Effective January 31, 2000, and subject to stockholder approval, the
Board of Directors approved adoption of the Company's 2000 Stock
Option Plan (the "2000 Plan") to serve as a vehicle to attract and
retain the services of employees, officers, directors, and
consultants. The 2000 Plan is a "dual plan" which provides for the
grant of both Incentive Stock Options and Non-qualified Stock
Options.
The 2000 Plan covers 30,000,000 (pre-one-for-fifteen share
consolidation as discussed in Proposal Three) shares of the Company's
Common Stock, which shares will be reserved upon confirmation of the
2000 Plan. If Proposals Three and Four are approved, the 30,000,000
shares of Common Stock reserved for the 2000 Plan shall be adjusted
to 2,000,000 shares of Common Stock following the proposed one-for
-fifteen share consolidation.
<PAGE>
The total number of votes cast "for" the proposal was 107,060161; the
number of votes cast "against" was 9,708,618; and the total number of
"abstentions" was 241,915. The total number of votes cast was 117,010,694. This
represents 72.60% of the outstanding number of shares, which were 161,171,448 at
the time of the meeting.
There was no other business conducted at the Annual Meeting of
Shareholders.
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.
TOTALAXCESS.COM, INC. (formerly, GROUP V CORPORATION.)
Date:May 11, 2000 By:/s/ Joseph Monterosso
Joseph Monterosso, President and Director
Date:May 11, 2000 By:/s/ Russell F. McCann, Jr.
--------------------------
Russell F. McCann, Jr., Director
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> Jan-01-2000
<PERIOD-END> Mar-31-2000
<CASH> 326,374
<SECURITIES> 30,176
<RECEIVABLES> 10,074,459
<ALLOWANCES> 0
<INVENTORY> 29,853
<CURRENT-ASSETS> 10,619,909
<PP&E> 341,563
<DEPRECIATION> (80,331)
<TOTAL-ASSETS> 10,888,341
<CURRENT-LIABILITIES> 14,685,568
<BONDS> 0
0
72,086
<COMMON> 1,762,786
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10,888,341
<SALES> 0
<TOTAL-REVENUES> 5,293,486
<CGS> 5,141,978
<TOTAL-COSTS> 5,680,396
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (386,910)
<INCOME-TAX> (386,910)
<INCOME-CONTINUING> (386,910)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (386,910)
<NET-INCOME> (386,910)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
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