FORM 8-K


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):    July 3, 1997


              Group V Corporation (formerly, NuOasis Gaming, Inc.)
             (Exact name of registrant as specified in its charter.)

                                    Delaware
                    (State of incorporation or organization)

                                     0-18224
                            (Commission File Number)

                                   95-4176781
                      (I.R.S. Employee Identification No.)

                 2 Corporate Plaza, Suite 200, Newport Beach, CA
                    (Address of principal executive offices)

                                      92660
                                   (Zip Code)

       Registrant's telephone number, including area code: (714) 833-5382

          (Former name or former address, if changed since last report)

                                                             [Group V\8K:RPG.8K]

<PAGE>



Item 1.  Changes in Control of Registrant

                  N/A

Item 2.  Acquisition or Disposition of Assets

                  N/A

Item 3.  Bankruptcy or Receivership

                  N/A

Item 4.  Changes in Registrant's Certifying Accountant

         Effective  July 3,  1997 the  Board of  Directors  dismissed  Raimondo,
         Pettit & Glassman ("RPG") as the Registrant's certifying accountants.

         Effective July 3, 1997, the Registrant  engaged the accounting  firm of
         Haskell  & White  as a  successor  auditing  firm  for the  purpose  of
         examining the Registrant's  consolidated  financial  statements for the
         fiscal  year  ended  June  30,  1997  and   rendering  an   Independent
         Accountant's Report.

         The  decision  to  change  accountants  was  approved  by the  Board of
         Directors,  the  Registrant  having no audit  committee of the Board of
         Directors.

         During  the  Registrant's  fiscal  year  ended  June  30,  1996 and the
         subsequent  interim period from the date of the last audited  financial
         statements to July 3,1997,  there were no disagreements with RPG on any
         matter   related  to   accounting   principles,   financial   statement
         disclosure,  or auditing  scope or procedure,  which if not resolved to
         the  satisfaction of RPG would have caused RPG to make reference to the
         subject matter of the disagreement in their report.

         The  principal   accountant's  report  on  the  Registrant's  financial
         statements for the 1994 fiscal year did not contain any adverse opinion
         or a disclaimer of opinion nor was any opinion qualified or modified as
         to uncertainty, audit scope or accounting principles except that:

                  1)       the  opinion of RPG with  respect to the 1996  fiscal
                           year  financial  statements  included an  explanatory
                           paragraph with respect to substantial  doubt existing
                           about the Registrant's ability to continue as a going
                           concern due to its  recurring  net  losses,  negative
                           cash  flows  from  operating   activities  since  its
                           inception, limited liquid resources, negative working
                           capital and its primary  operating  subsidiary filing
                           for   protection   under   Chapter  11  of  the  U.S.
                           Bankruptcy Code.

Item 5.  Other Events

                  N/A

                                                             [Group V\8K:RPG.8K]

<PAGE>



Item 6.  Resignation of Registrant's Directors

                  N/A

Item 7.  Financial Statements and Exhibits

                  (a)      Financial Statements - None

                  (b)      Exhibits - None

Item 8.  Change in Registrant's Fiscal Year

                  N/A

<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        GROUP V CORPORATION
                                        (formerly NuOasis Gaming, Inc.)
                                        (Registrant)

Dated: July 3, 1997                     By:  /s/  Joseph Monterosso
                                             ----------------------------------
                                                  Joseph Monterosso,
                                                  President and Director

                                                             [Group V\8K:RPG.8K]

<PAGE>



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

     We have been  furnished  with a copy of the  response to Item 4 of Form 8-K
for the event that occurred on July 3, 1997,  to be filed by our former  client,
Group V  Corporation  (  formerly,  NuOasis  Gaming,  Inc.)  We  agree  with the
statements made in response to that Item insofar as they relate to our Firm.

                                        Very truly yours,

                                        /s/  Raimondo, Pettit & Glassman

                                                             [Group V\8K:RPG.8K]
[{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT DATED 7/3/97", "secsgml_size_bytes": 5782}]
{"company-data": {"conformed-name": "NUOASIS GAMING INC", "cik": "0000828956", "assigned-sic": "7990", "irs-number": "954176781", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18224", "film-number": "97638087"}, "business-address": {"street1": "2 PARK PLAZA", "street2": "STE 470", "city": "IRVINE", "state": "CA", "zip": "92714", "phone": "7145533270"}, "mail-address": {"street1": "2 PARK PLAZA", "street2": "STE 470", "city": "IRVINE", "state": "CA", "zip": "92714"}, "former-company": [{"former-conformed-name": "PHILLIPS E N COMPANY", "date-changed": "19920703"}, {"former-conformed-name": "ROYAL CAPITAL CORP", "date-changed": "19891023"}]}
FORM 8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):    July 3, 1997

              Group V Corporation (formerly, NuOasis Gaming, Inc.)
             (Exact name of registrant as specified in its charter.)

                                    Delaware
                    (State of incorporation or organization)

                                     0-18224
                            (Commission File Number)

                                   95-4176781
                      (I.R.S. Employee Identification No.)

                 2 Corporate Plaza, Suite 200, Newport Beach, CA
                    (Address of principal executive offices)

                                      92660
                                   (Zip Code)

       Registrant's telephone number, including area code: (714) 833-5382

          (Former name or former address, if changed since last report)

                                                             [Group V\8K:RPG.8K]
Item 1.  Changes in Control of Registrant

                  N/A

Item 2.  Acquisition or Disposition of Assets

                  N/A

Item 3.  Bankruptcy or Receivership

                  N/A

Item 4.  Changes in Registrant's Certifying Accountant

         Effective  July 3,  1997 the  Board of  Directors  dismissed  Raimondo,
         Pettit & Glassman ("RPG") as the Registrant's certifying accountants.

         Effective July 3, 1997, the Registrant  engaged the accounting  firm of
         Haskell  & White  as a  successor  auditing  firm  for the  purpose  of
         examining the Registrant's  consolidated  financial  statements for the
         fiscal  year  ended  June  30,  1997  and   rendering  an   Independent
         Accountant's Report.

         The  decision  to  change  accountants  was  approved  by the  Board of
         Directors,  the  Registrant  having no audit  committee of the Board of
         Directors.

         During  the  Registrant's  fiscal  year  ended  June  30,  1996 and the
         subsequent  interim period from the date of the last audited  financial
         statements to July 3,1997,  there were no disagreements with RPG on any
         matter   related  to   accounting   principles,   financial   statement
         disclosure,  or auditing  scope or procedure,  which if not resolved to
         the  satisfaction of RPG would have caused RPG to make reference to the
         subject matter of the disagreement in their report.

         The  principal   accountant's  report  on  the  Registrant's  financial
         statements for the 1994 fiscal year did not contain any adverse opinion
         or a disclaimer of opinion nor was any opinion qualified or modified as
         to uncertainty, audit scope or accounting principles except that:

                  1)       the  opinion of RPG with  respect to the 1996  fiscal
                           year  financial  statements  included an  explanatory
                           paragraph with respect to substantial  doubt existing
                           about the Registrant's ability to continue as a going
                           concern due to its  recurring  net  losses,  negative
                           cash  flows  from  operating   activities  since  its
                           inception, limited liquid resources, negative working
                           capital and its primary  operating  subsidiary filing
                           for   protection   under   Chapter  11  of  the  U.S.
                           Bankruptcy Code.

Item 5.  Other Events

                  N/A

                                                             [Group V\8K:RPG.8K]
Item 6.  Resignation of Registrant's Directors

                  N/A

Item 7.  Financial Statements and Exhibits

                  (a)      Financial Statements - None

                  (b)      Exhibits - None

Item 8.  Change in Registrant's Fiscal Year

                  N/A
SIGNATURE

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        GROUP V CORPORATION
                                        (formerly NuOasis Gaming, Inc.)
                                        (Registrant)

Dated: July 3, 1997                     By:  /s/  Joseph Monterosso
                                             ----------------------------------
                                                  Joseph Monterosso,
                                                  President and Director

                                                             [Group V\8K:RPG.8K]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

     We have been  furnished  with a copy of the  response to Item 4 of Form 8-K
for the event that occurred on July 3, 1997,  to be filed by our former  client,
Group V  Corporation  (  formerly,  NuOasis  Gaming,  Inc.)  We  agree  with the
statements made in response to that Item insofar as they relate to our Firm.

                                        Very truly yours,

                                        /s/  Raimondo, Pettit & Glassman

                                                             [Group V\8K:RPG.8K]