SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                         GROUP V CORPORATION (formerly,
                              NuOasis Gaming, Inc.)
             (Exact name of Registrant as specified in its charter)


DELAWARE                                                              95-4176781
State or other jurisdiction of                                     (IRS Employer
incorporation or organization)                               Identification No.)


                    550 15th Street, San Francisco, CA 94103
          (Address of Principal Executive Offices, including ZIP Code)


     Consulting or Employment Agreements with Morris Gore; Skjerven, Morril,
      MacPherson, Franklin & Freil, LLP; OTC Communications, Inc.; Archer &
      Weed; Wilke, Fleury, Hoffelt, Gould & Birney; and Marci Milne McCann
                            (Full title of the plan)


                     Joseph Monterosso, 550 15th Street, San
                               Francisco, CA 94103
                    (Name and address of agent for service)


                                 (415) 575-0222
          (Telephone number, including area code, of agent for service)



                                                        [GROUP\FS8:SEPT97.FS8]-6

                                        1

<PAGE>



                         CALCULATION OF REGISTRATION FEE




<TABLE>
<CAPTION>
                                                                                Proposed
                                                         Proposed                 Maximum               Amount of
   Title of Securities          Amount of            Maximum Offering            Aggregate            Registration
    to be Registered              Shares            Price Per Share(1)       Offering Price(1)             Fee
                             to be Registered
<S>                                    <C>                                              <C>                      <C>
$.01 par value 
Common Stock                             240,000                     $.23                $55,200                 $19.03
$.01 par value
Common Stock                             110,000                     $.23                $25,300                  $8.72
$.01 par value
Common Stock                           1,100,000                     $.23               $253,000                 $87.21
$.01 par value
Common Stock                             150,000                     $.23                $34,500                 $11.89
$.01 par value
Common Stock                             100,000                     $.23                $23,000                  $7.93
$.01 par value
Common Stock                             275,000                     $.23                $63,250                 $21.80
                   TOTALS              1,975,000                       --               $454,250                $156.58
</TABLE>





(1)  This  calculation  is made  solely  for the  purposes  of  determining  the
     registration  fee  pursuant  to the  provisions  of Rule  457(h)  under the
     Securities  Act and is calculated on the basis of either (a) the average of
     the high and low prices per share of the Common  Stock as of a date  within
     five  business days prior to the filing of this  Registration  Statement or
     (b) the price at which the options described herein may be exercised.





                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        2

<PAGE>



                                   PROSPECTUS

               GROUP V CORPORATION (formerly NuOasis Gaming, Inc.)
                    550 15th Street, San Francisco, CA 94103
                                 (415) 575-0222

                       (1,975,000 SHARES OF COMMON STOCK)



     This  Prospectus  relates  to the  offer  and sale by Group V  Corporation,
(formerly,  NuOasis Gaming,  Inc., a Delaware  corporation (the  "Company"),  of
shares of its $.01 par value per share  common  stock  (the  "Common  Stock") to
certain  consultants  (the  "Consultants")  pursuant to agreements  entered into
between the Company and the  Consultants.  The Company is registering  hereunder
and then  issuing,  upon  receipt of adequate  consideration  therefore,  to the
Consultants  1,975,000 shares of the Common Stock in consideration  for services
rendered (the "Fee Shares").

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares  registered  hereunder,  no  shares of  Common  Stock  are being  sold to
"affiliates" of the Company. An affiliate is summarily, any director,  executive
officer or  controlling  shareholder  of the Company.  The  "affiliates"  of the
Company may become  subject to Section 16(b) of the  Securities  Exchange Act of
1934, as amended (the  "Exchange  Act"),  which would limit their  discretion in
transferring  the shares  acquired in the Company.  If the Consultant who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (See "General  Information
- Restrictions on Resales").

The Common Stock is listed on the OTC bulletin board under the symbol "GRPV".

                                ----------------


               THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE
               SECURITIES AND EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED
               UPON  THE   ACCURACY  OR  ADEQUACY   OF  THIS   PROSPECTUS.   ANY
               REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                ----------------
                The date of this Prospectus is November 12, 1997

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        3

<PAGE>




     This  Prospectus is part of a  Registration  Statement  which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral request.  Requests  should be addressed to: Group V Corporation,
550 15th Street, San Francisco, CA 94103 Telephone: (415) 575-0222.

     The Company is subject to the reporting requirements of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the prescribed rates.

     No  person  has  been  authorized  to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

     Neither the delivery of this Prospectus nor any sale made hereunder  shall,
under any circumstances, create any implication that there has not been a change
in the affairs of the Company since the date hereof.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        4

<PAGE>



                                TABLE OF CONTENTS


INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ..............    6

ITEM 1. PLAN INFORMATION ..........................................    6

   GENERAL INFORMATION ............................................    6

   The Company ....................................................    6

   Purposes .......................................................    6

   Common Stock ...................................................    6

   The Consultants ................................................    6

   No Restrictions on Transfer ....................................    6

   Tax Treatment to the Consultant ................................    6

   Tax Treatment to the Company ...................................    7

   Restrictions on Resales ........................................    7

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION ....    7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION    7

   Legal Opinion and Experts ......................................    7

   Indemnification of Officers and Directors ......................    7

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ................    8

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE ...................    8

ITEM 4. DESCRIPTION OF SECURITIES .................................    8

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL ....................    8

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS ................    8

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED .......................    9

ITEM 8. EXHIBITS ..................................................    9

ITEM 9. UNDERTAKINGS ..............................................   11

SIGNATURES ........................................................   13

EXHIBIT INDEX .....................................................   14



                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        5

<PAGE>



                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal executive offices at: 550 15th Street,
San Francisco, CA 94103 Telephone (415)575-0222.

Purposes

     The  Common  Stock will be issued by the  Company  pursuant  to  agreements
entered into between the  Consultants  and the Company and approved by the Board
of Directors  of the Company  (the "Board of  Directors").  The  agreements  are
intended  to provide a method  whereby  the  Company  may be  stimulated  by the
personal  involvement  of the  Consultants in the Company's  future  prosperity,
thereby  advancing  the interests of the Company,  and all of its  shareholders.
Copies  of the  agreements  have been  filed as  exhibits  to this  Registration
Statement.

Common Stock

     The Board has  authorized  the  issuance of up to  1,975,000  shares of the
Common  Stock  to  the  Consultants  upon  effectiveness  of  this  Registration
Statement.

The Consultants

     The Consultants have agreed to provide their expertise and advice to
the Company on a non-exclusive  basis for the purpose of promoting the interests
of the Company.

No Restrictions on Transfer

     The Consultants will become the record and beneficial  owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the rights
of  ownership,  including  the right to vote any shares  awarded  and to receive
ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant

     The Common  Stock is not  qualified  under  Section  401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise  price below the fair market value of the
shares on the date of exercise,  the  difference  between the exercise price and
the fair  market  value of the  stock on the  date of  exercise  will be  deemed
ordinary  income for federal  income tax  purposes.  The  Consultant is urged to
consult  his tax  advisor  on  this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

     The amount of income  recognized by any  recipient  hereunder in accordance
with the foregoing  discussion will be an expense  deductible by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        6

<PAGE>



Restrictions on Resales

     In the event that an  affiliate  of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of Common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.


DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended June 30,  1997,  filed  pursuant to Section 13 of
the  Exchange  Act,  (ii) any and all Forms  10-Q (or 10- QSB)  filed  under the
Securities or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well
as all other  reports  filed  under  Section  13 of the  Exchange  Act,  and the
Company's Form 8-K filing,  and (iii) its annual report, if any, to shareholders
delivered  pursuant to Rule 14a-3 of the Exchange Act. In addition,  all further
documents  filed by the  Company  pursuant  to  Section  13, 14, or 15(d) of the
Exchange  Act  prior  to the  termination  of this  offering  are  deemed  to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.


Item 2.        Registrant Information and Employee Plan Annual Information

     A copy of any  document or part thereof  incorporated  by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: Group V  Corporation,  550 15th Street,  San  Francisco,  CA 94103
Telephone (415) 575-0222.

Legal Opinion and Experts

     Archer & Weed has  rendered an opinion on the  validity  of the  securities
being registered.  Archer & Weed is not an "affiliate" of the Company.  Archer &
Weed will receive 150,000 shares registered herein.

Indemnification of Officers and Directors

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company, the
Company  has  been  informed  that  in  the  opinion  of  the  Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.


                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        7

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.        Incorporation of Documents by Reference

     Registrant  hereby  states that (i) all  documents set forth in (a) through
(c), below, are incorporated by reference in this  registration  statement,  and
(ii) all documents  subsequently filed by registrant  pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

          (a)  Registrant's  latest Annual  Report,  whether  filed  pursuant to
     Section 13(a) or 15(d) of the Exchange Act;

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Exchange  Act since the end of the fiscal  year  covered  by annual  report
     referred to in (a), above; and

          (c) The latest  prospectus  filed  pursuant to Rule  424(b)  under the
     Securities Act.


Item 4.        Description of Securities

     No description  of the class of securities  (i.e. the $.01 par value Common
Stock) is required under this item because the Common Stock is registered  under
Section 12 of the Exchange Act.


Item 5.        Interests of Named Experts and Counsel

     The financial  statements for the year ended June 30, 1997  incorporated by
reference  in this  Prospectus  have  been  audited  by  Haskell  &  White  LLP,
independent certified public accountants,  to the extent and for the periods set
forth in its  report  incorporated  herein by  reference,  and are  incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

     The financial  statements for the year ended June 30, 1996  incorporated by
reference in this Prospectus have been audited by Raimondo, Pettit and Glassman,
independent certified public accountants,  to the extent and for the periods set
forth in its  report  incorporated  herein by  reference,  and are  incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.


Item 6.        Indemnification of Directors and Officers

     Section  145  of  the  Delaware   General   Corporation   Law  permits  the
indemnification  of  directors,  officers,  employees,  or agents of the Company
against expenses, including attorney's fees, actually and reasonably incurred by
such persons in connection with the defense of any action, suit or proceeding in
which such  person is a party by reason of his being or having  been a director,
officer, employee, or agent of the Company, or of any corporation,  partnership,
joint  venture,  trust or other  enterprise  in which he  served  as such at the
request of the Registrant,  provided that he acted in good faith and in a manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and with respect to any criminal

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        8

<PAGE>



action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful,  and  provided  further (if  corporation)  that he shall not have been
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty to the  corporation  (unless  the court  determines  that  indemnity  would
nevertheless  be  proper  under  the  circumstances).  These  provisions  may be
sufficiently  broad to indemnify such persons for liabilities  arising under the
Securities Act of 1933. In addition,  Section  102(b)(7) of the Delaware General
Corporation Law and the Company's  Certificate of  Incorporation  provide that a
director of this corporation  shall not be personally  liable to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director  except  for  liability  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) for paying a dividend or approving a stock repurchase in violation of
Section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper personal benefit.

     The Company's  Certificate of Incorporation and By-Laws contain  provisions
that no  director of the  Company  shall be liable to the  Company for  monetary
damages for breach of fiduciary duty as a director involving any act or omission
of such director other than (i) for any breach of the director's duty of loyalty
to the corporation or its  stockholders;  (ii) for acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law;
(iii) in respect of certain unlawful  dividend  payments or stock redemptions or
repurchases,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit.

     The  effect of these  provisions  will be to  eliminate  the  rights of the
Company and its stockholders (through  stockholders'  derivative suits on behalf
of the  Company) to recover  monetary  damages  against a director for breach of
fiduciary  duty as a director  (including  breaches  resulting from negligent or
grossly negligent behavior) except in the situations  described in clauses (i) -
(iv) of the proceeding sentence.

     These provisions will not affect the validity of injunctive  relief against
directors of the Company  (although such relief may not always be available as a
practical  matter)  nor will it limit  directors  liability  for  violations  of
federal securities laws.


Item 7.        Exemption from Registration Claimed

               Not applicable.



Item 8.        Exhibits

          (a) The  following  exhibits  are  filed as part of this  registration
          statement  pursuant to Item 601 of Regulation S-K and are specifically
          incorporated herein by this reference:

          Exhibit No.      Title

          1.             Not required.
          2.             Not required
          3.             Not required
          4.             Not applicable.
          5.             Opinion of Archer & Weed regarding the legality of the
                         securities registered.
          6.             Not required.

                                                      [GROUP\FS8:SEPT97.FS8]-6 9

<PAGE>



          Exhibit No.         Title
          7.             Not required.
          8.             Not required
          9.             Not required.

          10.            A.   Consulting  Agreement with Morris Gore
                         B.   Consulting Agreement with Skjerven,  Morril, 
                              MacPherson & Freil, LLP(1)
                         C.   Consulting Agreement with OTC Communications(2)
                         D.   Consulting Agreement with Archer & Weed(1)
                         E.   Fee Agreement  with Wilke,  Fleury,  Hoffelt,
                              Gould & Birney
                         F.   Fee Agreement with Marci Milne McCann
          11.            Not required
          12.            Not required
          13.            Not required.
          14.            Not required.
          15.            Not required.
          16.            Not required.
          17.            Not required.
          18.            Not required.
          19.            Not required.
          20.            Not required
          21.            Not required.
          22.            Not required.
          23.            Not required
          24.1           Consent of Archer & Weed, special counsel to
                         Registrant, to the use of its opinion with respect to
                         the legality of the securities being  registered hereby
                         and  to the  references  to it in the Prospectus filed
                         as a part hereof
          24.2           Consent of Haskell & White LLP
          24.3           Consent of Raimondo, Pettit & Glassman
          25.            Not applicable.
          26.            Not applicable.
          27.            Not applicable.
          28.            Not applicable.
          29.            Not applicable.

                   ------------------------------------------

(1)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 12, 1997, File No. 33-87102.

(2)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       10

<PAGE>



Item 9.        Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of registrant
pursuant to the foregoing provisions, or otherwise,  registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

     Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:

          (i)  include  any  prospectus  required  by  Section 10 (a) (3) of the
               Securities Act;

          (ii) reflect in the  prospectus  any facts or events arising after the
               effective date of the registration  statement (or the most recent
               post-effective  amendment thereof) which,  individually or in the
               aggregate, represents a fundamental change in the information set
               forth in the registration statement; and

          (iii)include  any  material  information  with  respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          provided,  however,  paragraphs  (i) and (ii)  shall  not apply if the
          information  required to be included in a post-effective  amendment by
          those paragraph is incorporated by reference from period reports filed
          by the registrant small business issuer under the Exchange Act.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act,  each  post-effective  amendment to the  registration
          statement shall be deemed to be a new registration  statement relating
          to the securities  offered therein and the offering of such securities
          at that  time  shall be deemed to be the  initial  bona fide  offering
          thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

     (4)  To  deliver  or cause to be  delivered  with the  prospectus,  to each
          person to whom the  prospectus  is sent or given,  the  latest  annual
          report to security  holders that is  incorporated  by reference in the
          prospectus and furnished  pursuant to and meeting the  requirements of
          Rule 14a-3 or Rule 14e-3 under the  Securities  Exchange  Act of 1934;
          and, where interim  financial  information  require to be presented by
          Article 3 of  Regulation  S-X is not set forth in the  prospectus,  to
          deliver,  or  cause  to be  delivered  to  each  person  to  whom  the
          prospectus  is sent or given,  the  latest  quarterly  report  that is
          specifically  incorporated  by reference in the  prospectus to provide
          such interim financial information.

     Registrant   hereby  undertakes  that,  for  purposes  of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and,

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       11

<PAGE>



where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       12

<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of San Francisco,  State of California on the 12th day of
November, 1997.

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


                                   By:   /s/ Joseph Monterosso
                                   Joseph Monterosso, President and Chairman
                                   Group V Corporation and
                                   National Pools Corporation


                                   By:   /s/  Dennis D. Houston
                                   Dennis D. Houston, Chief Operating Officer,
                                   National Pools Corporation and Director,
                                   Group V Corporation


                                   By:   /s/  Leland Rees
                                   Leland Rees, Director, Group V Corporation



     Pursuant to the requirements of the 1933 Act, this  registration  statement
or amendment has been signed by the following  persons in the  capacities and on
the dates indicated:

     Signatures               Title                            Date



     /s/  Joseph Monterosso   President                        November 12, 1997
     Joseph Monterosso        and Chairman, Group V
                              Corporation and National
                              Pools Corporation

     /s/  Steven H. Dong      Chief Financial Officer          November 12, 1997
     Steven H. Dong           and Principal Accounting
                              Officer, Group V Corporation


     /s/ Dennis D. Houston    Chief Operating Officer,         November 12, 1997
     Dennis D. Houston        National Pools Corporation and
                              Director, Group V Corporation

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       13

<PAGE>


                         FORM S-8 REGISTRATION STATEMENT


                                  EXHIBIT INDEX



     The  following  Exhibits are filed as part of this  registration  statement
pursuant to Item 601 of Regulation S-K and are specifically  incorporated herein
by this reference:


Exhibit
Number in
Registration
Statement           Description
---------           -----------

     5.   Opinion of Counsel

     10.  A. Consulting Agreement with Morris Gore

          B.   Consulting Agreement with Skjerven,  Morril,  MacPherson & Freil,
               LLP(1)

          C.   Consulting Agreement with OTC Communications, Inc.(2)

          D.   Consulting Agreement with Archer & Weed (1)

          E.   Fee Agreement with Wilke, Fleury, Hoffelt, Gould & Birney

          F.   Fee Agreement with Marci Milne McCann

     24.1 Consent of Archer & Weed,  special counsel to the  Registrant,  to the
          use of its opinion  with  respect to the  legality  of the  securities
          being registered  hereby and to the references to it in the Prospectus
          filed as a part hereof.

     24.2 Consent of Haskell & White LLP

     24.3 Consent of Raimondo, Pettit & Glassman

 -------------------------------------------------------------------------------

(1)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 12, 1997, File No. 33-87102.

(2)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       14

<PAGE>



                                   EXHIBIT 5.


                               OPINION OF COUNSEL







                                       15

<PAGE>



                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

                             WRITER'S DIRECT NUMBER
                                 (714) 475-9086



                                November 12, 1997


Board of Directors
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
550 15th Street
San Francisco, CA 94103

     Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

     I have  acted as a  special  counsel  for  Group V  Corporation  (formerly,
NuOasis Gaming,  Inc.) a Delaware corporation (the "Company") in connection with
the  preparation  and filing with the  Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933, as amended,  (the "Act") of a
registration statement on Form S-8 (the "Registration  Statement"),  relating to
the offer and sale of  1,975,000  shares of Common  Stock,  $.01 par value  (the
"Common Stock") to consultants or employees of the Company, in consideration for
services  performed and to be performed on behalf of the Company under the terms
and conditions of certain consulting agreements (the "Consulting Agreements").

     As special counsel for the Company,  I have examined the Company's articles
of incorporation,  bylaws, minute book, and certain other corporate records. For
the  purpose  of  the  opinions  expressed  below,  I  have  also  examined  the
Registration  Statement on Form S-8 to be filed with the Securities and Exchange
Commission  under the  Securities  Act of 1933, as amended,  covering the Common
Stock in this offering.

     In arriving at the  opinions set forth  below,  I have  examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.

     My opinions  are  qualified  in all  respects by the scope of the  document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.







                                       16

<PAGE>



Group V Corporation
(formerly, NuOasis Gaming, Inc.)
November 12, 1997
Page 2

     In rendering this opinion, I have assumed,  without independently verifying
such assumptions,  and this opinion is based and conditioned upon the following:
(i)  the  genuineness  of  the  signatures  on  and  the  enforceability  of all
instruments, documents and agreements examined by me and the authenticity of all
documents  furnished for my  examination  as originals and the conformity to the
original  documents of all  documents  furnished to me as copies;  (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the  documents  received  from  the  State  of  Delaware;  and  (vi)  Group V
Corporation  will be  operated  in  accordance  with the  terms  of its  charter
documents and the laws of the State of Delaware and the terms of the instruments
or documents referred to above.

     Based upon the foregoing, I am of the opinion that:

     1. The  Company  has been duly  incorporated  and is validly  existing as a
corporation  in good  standing  under  the laws of the  State of  Delaware,  the
jurisdiction of its incorporation.

     2. The terms and provisions of the Common Stock conform to the  description
thereof  contained  in the  Registration  Statement,  and the form of the  stock
certificates  used to evidence  the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.

     3. Based upon the foregoing,  I am of the opinion that the issuance and the
sale of the shares of Common  Stock in this  offering  has been duly and validly
authorized,  and  subject  to  compliance  with the  provisions  of the  written
agreements,  the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable  shares of Common
Stock.

     4. Based upon the opinion of defense counsel for the Company,  there are no
suits,  proceedings  or  actions  known to me which are  threatened  or  pending
against  the  Company in any court or before or by any  governmental  body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise),  business operations,  income,  properties or business
prospects,  except as set forth in or contemplated by the Prospectus,  or by the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30, 1997
as filed with the Securities and Exchange Commission.

     5. No consent,  approval,  order or authorization of any regulatory  board,
agency,  or  instrumentality   having  jurisdiction  over  the  Company  or  its
properties (other than registration  under the Act or qualification  under state
securities  or Blue Sky laws or  clearance  from the NASD) is  required  for the
valid authorization,  issuance and delivery of the Common Stock or, if required,
it has been obtained and is in full force and effect.

     I am  admitted  to  practice  in the State of  California  and the State of
Texas. I am not admitted to practice in Delaware,  the state of incorporation of
the Company,  or in any other  jurisdictions other than California and Texas, in
which the Company may own property or transact business. My opinions herein






                                       17

<PAGE>



Group V Corporation
(formerly, NuOasis Gaming, Inc.)
November 12, 1997
Page 3

are with  respect to federal law only and, to the extent my opinions are derived
from the laws of other  jurisdictions,  are  based  upon an  examination  of all
relevant  authorities and the documents referenced herein and are believed to be
correct.  However,  except for pending  litigation or claims matters, I have not
directly  obtained legal opinions as to such matters from attorneys  licensed in
such other  jurisdictions.  No opinion is  expressed  upon any  conflict  of law
issues.  My opinions are qualified to the extent that  enforcement of rights and
remedies  are  subject  to  bankruptcy,   insolvency,   fraudulent   conveyance,
moratorium,  and other  laws of  general  application  or  equitable  principles
affecting the rights and remedies of creditors  and security  holders and to the
extent  that the  availability  of the  remedy  of  specific  performance  or of
injunctive  relief is subject to the  discretion  of the court  before which any
proceeding may be brought.

     This opinion is limited to matters existing as of this date, and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

     This opinion is  furnished by me to you as special  counsel for the Company
and it is solely for your benefit.  This opinion is not to be used,  circulated,
quoted or otherwise referred to in whole or in part for any purpose,  other than
as set forth in my written consent.

                                                            Very truly yours,


                                                            /s/  Richard O. Weed
                                                            Richard O. Weed







                                       18

<PAGE>




                                  EXHIBIT 10A.


                      CONSULTING AGREEMENT WITH MORRIS GORE





                                       19

<PAGE>





                                October 21, 1997


VIA FEDERAL EXPRESS

Group V Corporation
550 15th Street
San Francisco, California 94103

RE:  FEE Agreement - Group V Corporation

Gentlemen:

     Consistent with our recent discussions, I am confirming that I have
been  retained by Group V  Corporation  (the  "Company"  or "Group V") to act on
Group V's behalf on  certain  disputes  and  litigation  matters,  and any other
related or unrelated  matters which you might  subsequently  refer to me. I will
assume that Group V's retention is pursuant to our understanding that the charge
for my services will be billed at my normal rate of $150 dollars per hour.  This
does not include costs, which are billed separately.

     As payment for my services  and costs,  Group V has  suggested,  and I have
agreed, that the Company place a block of 50,000 shares of free-trading  Company
stock,  currently  valued at  approximately $ per share, in my name with a local
Texas branch of a national  securities  broker.  At least once per month, I will
send  Group V my  statement  for fees and  costs,  with  written  notice  to the
brokerage firm of the dollar amount of such statement.  Unless objection is made
to my  bill,  sufficient  Company  stock,  net  of  commission,  shall  then  be
liquidated forthwith at the prevailing market price to satisfy such statement.

     In the course of my representation  of the Company,  if all of the stock is
liquidated,  a new block of stock  sufficient to cover projected fees and costs,
in an amount  contemporaneously  agreed to by the parties,  will again be placed
with the  brokerage  firm,  under the same terms and  conditions  as  enumerated
above. At the conclusion of my  representation of the Company and the payment of
all final fees and costs,  any unused  stock shall  forthwith be returned to the
Company.

     Your Company shall also promptly  register such blocks of stock pursuant to
a Form S-8 at its own expense and deliver such stock to the brokerage  firm upon
the filing and effectiveness of the respective Form S-8.

     I will perform the legal services in these disputes and litigation  matters
on Group V's behalf  faithfully and with due  diligence.  I am authorized to pay
any of Group V's bills associated with these matters,  whether incurred by Group
V or me as long as they are authorized by Group V, directly from the proceeds of
fees  received  or  monies  or  stock  deposited  with  me,  but I have no legal
obligation  to pay them.  Whether  these bills are paid by me or not,  you shall
remain liable for them at all times until discharged in full.

     I will give you at least thirty (30) days' advance  notice of any change in
my billing rate, which may be periodically increased to accommodate increases in
the cost of  operation.  I charge in  fifteen  (15)  minute  increments,  with a
minimum  of  one-forth  (1/4) of an hour for any  single  item.  All bills  will
reflect the hourly charges on any single billed amount.
<PAGE>
                                       20

Group V Corporation
October 21, 1997
Page 2


     I will customarily include in my monthly bills charges for photocopies, and
postage, long distance telephone calls, fax transmissions,  mileage, parking and
other "out-of-pocket" expenses.  Furthermore,  all costs which I deem reasonably
necessary  in the  prosecution  of these cases (e.g.,  filing  fees,  service of
process fees, deposition costs,  duplication of documents,  expert witness fees,
etc.)  will  be at  Group  V's  expense.  It is my  practice  to  send  periodic
statements  no less  frequently  than monthly  but,  depending on the nature and
magnitude of the services, I may bill more frequently.

     You  agree  that I may  withdraw  as Group V's  legal  representative  upon
written  notice  being sent to Group V in the event any bill is not paid  within
thirty (30) days after mailing,  if Group V has refused to follow my advice,  or
if Group V has refused to cooperate with me in my representation of Group V.

     We both agree that if a dispute should arise as to the amount of fees owed,
either of us may require that the dispute be  submitted  to the Fee  Arbitration
Committee of the Texas Bar Association. In order to avoid costly litigation over
legal fees and costs, we both agree to be bound by their decision. Such decision
may be submitted to a court of competent  jurisdiction for entry of judgment and
enforcement.

     It is agreed  that  Group V will bear all  costs of  collection,  including
reasonable  attorney's fees, if payments are not made as agreed. You warrant and
acknowledge  that the Company has the financial  ability to pay all fees,  costs
and  expenses  contemplated  by this  Agreement.  The  receipt by you of a fully
executed copy of this Agreement is evidenced by your signature below.

     This Fee Agreement  shall be deemed to be made under and in accordance with
the laws of the State of Texas, and Texas shall be deemed to be the proper venue
of any disputes  regarding same. If any provision hereof shall be deemed or held
to be invalid,  illegal or  unenforceable  to any extent,  the remainder of this
Agreement shall not be affected or rendered  invalid,  illegal or  unenforceable
thereby.  The Board of Directors  of Group V  Corporation  shall also  expressly
adopt and approve the Fee Agreement as soon as reasonably practical.

     If the foregoing is agreeable,  please indicate your Company's  approval by
dating and signing below and then promptly  return an original to me. The second
duplicate original enclosed herewith is for the Company's files. Upon receipt of
a fully executed original hereof, I will continue work on these matters.

     I look forward to  representing  Group V Corporation  relative to these and
other matters.  Please feel free to contact me at any time if you have questions
about the contents of this letter or the progress of any of the above-referenced
lawsuits. Sincerely,



                                                            /s/  Morris C. Gore
                                                            Morris C. Gore





                                       21

<PAGE>



Group V Corporation
October 21, 1997
Page 3




                                    APPROVAL

     Read, understood and approved this 21st day of October, 1997.


                                        GROUP V CORPORATION,
                                        a Delaware Corporation



                                        By: /s/ Joseph Monterosso
                                        Name:    Joseph Monterosso
                                        Title:   President


ATTEST:



--------------------------






                                       22

<PAGE>



                                  EXHIBIT 10E.


            FEE AGREEMENT WITH WILKE, FLEURY, HOFFELT, GOULD & BIRNEY





                                       23

<PAGE>



                     WILKE, FLEURY, HOFFELT, GOULD & BIRNEY
                               TWENTY-SECOND FLOOR
                                400 CAPITOL MALL
                          SACRAMENTO, CALIFORNIA 95814

                              TELEPHONE TELECOPIER
                              (916) (916) 442-6664





                                 March 28, 1994




SENT VIA FACSIMILE
FOLLOWED BY PRIORITY MAIL

Mr. Joseph Monterosso
President
National Pools Corporation
655 Montgomery Street, Suite 1200
San Francisco, CA 94111

Re:  Project Retention

Dear Joe:

     This letter, when fully executed, will confirm National Pools Corporation's
("NPC")  retention  of this firm to assist it in  securing  legal  review of its
services  to be provided to  purchasers  of  California  State  Lottery  ("CSL")
tickets.  Said services include  coordinating the formation of groups or "pools"
of  purchasers  of CSL  tickets.  NPC  seeks to obtain an  opinion  or  opinions
rendered by the Legislative  Counsel,  the Attorney General,  or both, to afford
NPC the best possible  assurances  that its business plan and proposed  services
are lawful and permissible in California.

     We will  perform this  project on an hourly  basis.  This will give you the
greatest project accountability and cost management throughout the project term.
Our standard hourly professional fees range from $100.00 to $225.00 per hour. In
view of the  personnel  we envision  managing  this  project,  principally  Alan
Perkins and myself, at $185.00 per hour and $160.00 per hour,  respectively,  we
estimate  an average  hourly cost in this  matter of  approximately  $175.00 per
hour.

     We project that revising the considerable  work already done by Mr. Adkins,
and reshaping the opinion issues to be presented,  initially, to the Legislative
Counsel,  may take between 25 and 30 hours,  with professional fees ranging from
approximately $4,375.00 to $5,250.00.

     We  anticipate  a  substantial  number  of  opportunities  to work with the
Legislative  Counsel as the opinion  request is handled by that  office,  on the
order  of 10 to 20 hours in  follow-up,  with  professional  fees  ranging  from
approximately  $1,750.00 to  $3,500.00.  We estimate  that this work would arise
over  approximately  a sixty (60) to ninety  (90) day period  which  Legislative
Counsel  may take to provide  its  opinion.  We would,  of course,  provide  any
assistance  possible to Counsel to promote the earliest  possible issuance of an
opinion.






                                       24

<PAGE>



Mr. Joseph Monterosso
President
National Pools Corporation
March 28, 1994
Page 2


     Once an opinion is issued by the  Legislative  Counsel,  we anticipate only
relatively  minor  revisions to the basic opinion request prior to submission of
same to the Attorney General.  Professional  services of approximately 10 hours,
with fees of $1,750.00,  as our estimate here.  Finally,  we anticipate  minimum
project follow-up opportunities with the Attorney General,  perhaps on the order
of 5 hours,  with fees of $875.00.  Thus, we calculate  that this project is not
likely to exceed  approximately  $12,000.00 in total professional fees. However,
this represents neither a project cost cap nor a guarantee.

     Obviously,  we cannot,  have not,  offered or made any guarantees as to the
outcome of this effort. With the company's  cooperation and assistance,  we will
utilize our best efforts on behalf of NPC to achieve the best possible result in
this matter.  Also, a recently  enacted law requires  that we advise you that we
maintain errors and omissions  insurance coverage  applicable to the services to
be rendered in this matter.

         Accordingly,  if all of the above meets with your approval, please sign
and date the original of this letter in the spaces  provided below and return it
in the enclosed pre-addressed  envelope.  Please keep the enclosed copy for your
records.  Should you have any  questions,  please do not  hesitate to call me. I
will keep you and any other  party at NPC to whom you  direct us  advised of all
activity as it occurs on this file.

                                                            Very truly yours,



                                                            /s/ John R. Valencia
                                                            John R. Valencia

--------------------------------------------------------------------------------

                                   ACCEPTANCE

     The undersigned hereby accepts the terms and conditions set forth in
this engagement  letter and fee policy statement  pertaining to the retention of
the law firm of Wilke,  Fleury,  Hoffelt,  Gould & Birney as  described  in this
letter of engagement dated March 28, 1994.



                                        By: /s/  Joseph Monterosso
                                        Joseph Monterosso
                                        President
                                        National Pools Corporation


JRV:law
Enclosures





                                       25

<PAGE>



                                  EXHIBIT 10F.



                      FEE AGREEMENT WITH MARCI MILNE MCCANN





                                       26

<PAGE>



                               GROUP V CORPORATION
                                 550 15th Street
                             San Francisco, CA 94103
                     Tel: (415) 575-0222 Fax: (415) 861-4177


                                November 1, 1997


Marci Milne McCann
10 Cotton Farm Lane
North Hampton, NH 03862

     RE:  Fee Agreement

Dear Ms. McCann:

     This letter  sets forth the  agreement  between  Group V  Corporation  (the
"Company")  and  yourself  regarding  the payment of invoices  for  professional
services rendered by you on behalf of the Company.

     As soon as  practicable  following  execution  of this  Fee  Agreement  the
Company agrees to include in a Form S-8 Registration Statement at its expense an
adequate  number of  common  shares  in order to pay for  professional  services
invoiced by you.  Such shares will be delivered to you for sale and  application
of the net proceeds against the balance due for services rendered to date.

     Additionally, you agree to provide the Company with a monthly accounting of
all services provided by you and the net proceeds from sales of common shares of
the Company received pursuant to this letter.

     If the foregoing is agreeable,  please indicate your approval by dating and
signing below and returning an original copy to me.

                                             Very truly yours,

                                             Group V Corporation


                                             By:  /s/  Joe Monterosso
                                             Name:    Joe Monterosso
                                             Title:   President



                             APPROVAL AND ACCEPTANCE

                               READ AND ACCEPTED.


Dated: November 1, 1997                      /s/  Marci Milne McCann
                                             ---------------------
                                             Marci Milne McCann





                                       27

<PAGE>



                                  EXHIBIT 24.1



                  CONSENT OF RICHARD O. WEED TO USE OF OPINION





                                       28

<PAGE>



                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

                             WRITER'S DIRECT NUMBER
                                 (714) 475-9086





                                November 12, 1997

Board of Directors
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
550 15th Street
San Francisco, CA 94103

     Re:  Form S-8


Gentlemen:

     I hereby consent to the filing of my opinion dated even date herewith as an
Exhibit to the November 12, 1997, Form S-8 Registration Statement to be filed by
Group V Corporation (formerly, NuOasis Gaming, Inc.).

     I further  consent to the  reference to me and my opinion under the caption
"Legal Opinion and Experts" in the Prospectus.



                                             Very truly yours,



                                             /s/  Richard O. Weed
                                             Richard O. Weed





                                       29

<PAGE>



                                  EXHIBIT 24.2



                         CONSENT OF HASKELL & WHITE LLP





                                       30

<PAGE>



                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in this  Registration  Statement of
Group V Corporation  (formerly,  NuOasis Gaming, Inc.) on Form S-8 of our report
dated  September 29, 1997 appearing in the Annual Report on Form 10-KSB of Group
V Corporation (formerly, NuOasis Gaming, Inc.) for the year ended June 30, 1997,
and to the reference to us under the heading "Experts" in the Prospectus,  which
is part of this Registration Statement.



                                             /s/  Haskell & White LLP
                                             HASKELL & WHITE LLP


Newport Beach, California
November 12, 1997



                                       31

<PAGE>



                                  EXHIBIT 24.3


                     CONSENT OF RAIMONDO, PETTIT & GLASSMAN



                                       32

<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in this  Registration  Statement of
Group V Corporation (formerly, NuOasis Gaming, Inc.) (the "Company") on Form S-8
of our report dated October 31, 1996, on our audit of the consolidated financial
statements of Group V Corporation (formerly,  NuOasis Gaming, Inc.) for the year
ended June 30, 1996,  which report is included in the Company's Annual Report on
Form 10-KSB filed  with the  Securities  and  Exchange  Commission  on or about
October 6, 1997.  We also consent to the reference to our firm under the caption
"Experts" this Registration Statement.




                           RAIMONDO, PETTIT & GLASSMAN


Torrance, California
November 12, 1997




                                       33
[{"type": "S-8", "sequence": "1", "description": "FROM S-8", "secsgml_size_bytes": 62049}]
{"company-data": {"conformed-name": "GROUP V CORP", "cik": "0000828956", "assigned-sic": "7990", "irs-number": "954176781", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40439", "film-number": "97723466"}, "business-address": {"street1": "550 15TH ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94103", "phone": "4155750222"}, "mail-address": {"street1": "TWO CORPORATE PLAZA DR", "street2": "STE 200", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": [{"former-conformed-name": "NUOASIS GAMING INC", "date-changed": "19960524"}, {"former-conformed-name": "PHILLIPS E N COMPANY", "date-changed": "19920703"}, {"former-conformed-name": "ROYAL CAPITAL CORP", "date-changed": "19891023"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         GROUP V CORPORATION (formerly,
                              NuOasis Gaming, Inc.)
             (Exact name of Registrant as specified in its charter)

DELAWARE                                                              95-4176781
State or other jurisdiction of                                     (IRS Employer
incorporation or organization)                               Identification No.)

                    550 15th Street, San Francisco, CA 94103
          (Address of Principal Executive Offices, including ZIP Code)

     Consulting or Employment Agreements with Morris Gore; Skjerven, Morril,
      MacPherson, Franklin & Freil, LLP; OTC Communications, Inc.; Archer &
      Weed; Wilke, Fleury, Hoffelt, Gould & Birney; and Marci Milne McCann
                            (Full title of the plan)

                     Joseph Monterosso, 550 15th Street, San
                               Francisco, CA 94103
                    (Name and address of agent for service)

                                 (415) 575-0222
          (Telephone number, including area code, of agent for service)

                                                        [GROUP\FS8:SEPT97.FS8]-6

                                        1
CALCULATION OF REGISTRATION FEE
Proposed
                                                         Proposed                 Maximum               Amount of
   Title of Securities          Amount of            Maximum Offering            Aggregate            Registration
    to be Registered              Shares            Price Per Share(1)       Offering Price(1)             Fee
                             to be Registered
$.01 par value 
Common Stock                             240,000                     $.23                $55,200                 $19.03
$.01 par value
Common Stock                             110,000                     $.23                $25,300                  $8.72
$.01 par value
Common Stock                           1,100,000                     $.23               $253,000                 $87.21
$.01 par value
Common Stock                             150,000                     $.23                $34,500                 $11.89
$.01 par value
Common Stock                             100,000                     $.23                $23,000                  $7.93
$.01 par value
Common Stock                             275,000                     $.23                $63,250                 $21.80
                   TOTALS              1,975,000                       --               $454,250                $156.58
(1)  This  calculation  is made  solely  for the  purposes  of  determining  the
     registration  fee  pursuant  to the  provisions  of Rule  457(h)  under the
     Securities  Act and is calculated on the basis of either (a) the average of
     the high and low prices per share of the Common  Stock as of a date  within
     five  business days prior to the filing of this  Registration  Statement or
     (b) the price at which the options described herein may be exercised.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        2
PROSPECTUS

               GROUP V CORPORATION (formerly NuOasis Gaming, Inc.)
                    550 15th Street, San Francisco, CA 94103
                                 (415) 575-0222

                       (1,975,000 SHARES OF COMMON STOCK)

     This  Prospectus  relates  to the  offer  and sale by Group V  Corporation,
(formerly,  NuOasis Gaming,  Inc., a Delaware  corporation (the  "Company"),  of
shares of its $.01 par value per share  common  stock  (the  "Common  Stock") to
certain  consultants  (the  "Consultants")  pursuant to agreements  entered into
between the Company and the  Consultants.  The Company is registering  hereunder
and then  issuing,  upon  receipt of adequate  consideration  therefore,  to the
Consultants  1,975,000 shares of the Common Stock in consideration  for services
rendered (the "Fee Shares").

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares  registered  hereunder,  no  shares of  Common  Stock  are being  sold to
"affiliates" of the Company. An affiliate is summarily, any director,  executive
officer or  controlling  shareholder  of the Company.  The  "affiliates"  of the
Company may become  subject to Section 16(b) of the  Securities  Exchange Act of
1934, as amended (the  "Exchange  Act"),  which would limit their  discretion in
transferring  the shares  acquired in the Company.  If the Consultant who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (See "General  Information
- Restrictions on Resales").

The Common Stock is listed on the OTC bulletin board under the symbol "GRPV".

                                ----------------

               THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE
               SECURITIES AND EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED
               UPON  THE   ACCURACY  OR  ADEQUACY   OF  THIS   PROSPECTUS.   ANY
               REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                ----------------
                The date of this Prospectus is November 12, 1997

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        3
This  Prospectus is part of a  Registration  Statement  which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral request.  Requests  should be addressed to: Group V Corporation,
550 15th Street, San Francisco, CA 94103 Telephone: (415) 575-0222.

     The Company is subject to the reporting requirements of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the prescribed rates.

     No  person  has  been  authorized  to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

     Neither the delivery of this Prospectus nor any sale made hereunder  shall,
under any circumstances, create any implication that there has not been a change
in the affairs of the Company since the date hereof.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        4
TABLE OF CONTENTS

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ..............    6

ITEM 1. PLAN INFORMATION ..........................................    6

   GENERAL INFORMATION ............................................    6

   The Company ....................................................    6

   Purposes .......................................................    6

   Common Stock ...................................................    6

   The Consultants ................................................    6

   No Restrictions on Transfer ....................................    6

   Tax Treatment to the Consultant ................................    6

   Tax Treatment to the Company ...................................    7

   Restrictions on Resales ........................................    7

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION ....    7

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION    7

   Legal Opinion and Experts ......................................    7

   Indemnification of Officers and Directors ......................    7

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ................    8

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE ...................    8

ITEM 4. DESCRIPTION OF SECURITIES .................................    8

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL ....................    8

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS ................    8

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED .......................    9

ITEM 8. EXHIBITS ..................................................    9

ITEM 9. UNDERTAKINGS ..............................................   11

SIGNATURES ........................................................   13

EXHIBIT INDEX .....................................................   14

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        5
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal executive offices at: 550 15th Street,
San Francisco, CA 94103 Telephone (415)575-0222.

Purposes

     The  Common  Stock will be issued by the  Company  pursuant  to  agreements
entered into between the  Consultants  and the Company and approved by the Board
of Directors  of the Company  (the "Board of  Directors").  The  agreements  are
intended  to provide a method  whereby  the  Company  may be  stimulated  by the
personal  involvement  of the  Consultants in the Company's  future  prosperity,
thereby  advancing  the interests of the Company,  and all of its  shareholders.
Copies  of the  agreements  have been  filed as  exhibits  to this  Registration
Statement.

Common Stock

     The Board has  authorized  the  issuance of up to  1,975,000  shares of the
Common  Stock  to  the  Consultants  upon  effectiveness  of  this  Registration
Statement.

The Consultants

     The Consultants have agreed to provide their expertise and advice to
the Company on a non-exclusive  basis for the purpose of promoting the interests
of the Company.

No Restrictions on Transfer

     The Consultants will become the record and beneficial  owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the rights
of  ownership,  including  the right to vote any shares  awarded  and to receive
ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant

     The Common  Stock is not  qualified  under  Section  401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise  price below the fair market value of the
shares on the date of exercise,  the  difference  between the exercise price and
the fair  market  value of the  stock on the  date of  exercise  will be  deemed
ordinary  income for federal  income tax  purposes.  The  Consultant is urged to
consult  his tax  advisor  on  this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

     The amount of income  recognized by any  recipient  hereunder in accordance
with the foregoing  discussion will be an expense  deductible by the Company for
federal  income tax purposes in the taxable year of the Company during which the
recipient recognizes income.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        6
Restrictions on Resales

     In the event that an  affiliate  of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of Common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended June 30,  1997,  filed  pursuant to Section 13 of
the  Exchange  Act,  (ii) any and all Forms  10-Q (or 10- QSB)  filed  under the
Securities or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well
as all other  reports  filed  under  Section  13 of the  Exchange  Act,  and the
Company's Form 8-K filing,  and (iii) its annual report, if any, to shareholders
delivered  pursuant to Rule 14a-3 of the Exchange Act. In addition,  all further
documents  filed by the  Company  pursuant  to  Section  13, 14, or 15(d) of the
Exchange  Act  prior  to the  termination  of this  offering  are  deemed  to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2.        Registrant Information and Employee Plan Annual Information

     A copy of any  document or part thereof  incorporated  by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: Group V  Corporation,  550 15th Street,  San  Francisco,  CA 94103
Telephone (415) 575-0222.

Legal Opinion and Experts

     Archer & Weed has  rendered an opinion on the  validity  of the  securities
being registered.  Archer & Weed is not an "affiliate" of the Company.  Archer &
Weed will receive 150,000 shares registered herein.

Indemnification of Officers and Directors

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company, the
Company  has  been  informed  that  in  the  opinion  of  the  Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        7
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

     Registrant  hereby  states that (i) all  documents set forth in (a) through
(c), below, are incorporated by reference in this  registration  statement,  and
(ii) all documents  subsequently filed by registrant  pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

          (a)  Registrant's  latest Annual  Report,  whether  filed  pursuant to
     Section 13(a) or 15(d) of the Exchange Act;

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Exchange  Act since the end of the fiscal  year  covered  by annual  report
     referred to in (a), above; and

          (c) The latest  prospectus  filed  pursuant to Rule  424(b)  under the
     Securities Act.

Item 4.        Description of Securities

     No description  of the class of securities  (i.e. the $.01 par value Common
Stock) is required under this item because the Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

     The financial  statements for the year ended June 30, 1997  incorporated by
reference  in this  Prospectus  have  been  audited  by  Haskell  &  White  LLP,
independent certified public accountants,  to the extent and for the periods set
forth in its  report  incorporated  herein by  reference,  and are  incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

     The financial  statements for the year ended June 30, 1996  incorporated by
reference in this Prospectus have been audited by Raimondo, Pettit and Glassman,
independent certified public accountants,  to the extent and for the periods set
forth in its  report  incorporated  herein by  reference,  and are  incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Item 6.        Indemnification of Directors and Officers

     Section  145  of  the  Delaware   General   Corporation   Law  permits  the
indemnification  of  directors,  officers,  employees,  or agents of the Company
against expenses, including attorney's fees, actually and reasonably incurred by
such persons in connection with the defense of any action, suit or proceeding in
which such  person is a party by reason of his being or having  been a director,
officer, employee, or agent of the Company, or of any corporation,  partnership,
joint  venture,  trust or other  enterprise  in which he  served  as such at the
request of the Registrant,  provided that he acted in good faith and in a manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation, and with respect to any criminal

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                        8
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful,  and  provided  further (if  corporation)  that he shall not have been
adjudged to be liable for  negligence or misconduct  in the  performance  of his
duty to the  corporation  (unless  the court  determines  that  indemnity  would
nevertheless  be  proper  under  the  circumstances).  These  provisions  may be
sufficiently  broad to indemnify such persons for liabilities  arising under the
Securities Act of 1933. In addition,  Section  102(b)(7) of the Delaware General
Corporation Law and the Company's  Certificate of  Incorporation  provide that a
director of this corporation  shall not be personally  liable to the corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director  except  for  liability  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) for paying a dividend or approving a stock repurchase in violation of
Section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the director derived an improper personal benefit.

     The Company's  Certificate of Incorporation and By-Laws contain  provisions
that no  director of the  Company  shall be liable to the  Company for  monetary
damages for breach of fiduciary duty as a director involving any act or omission
of such director other than (i) for any breach of the director's duty of loyalty
to the corporation or its  stockholders;  (ii) for acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law;
(iii) in respect of certain unlawful  dividend  payments or stock redemptions or
repurchases,  or (iv) for any  transaction  from which the  director  derived an
improper personal benefit.

     The  effect of these  provisions  will be to  eliminate  the  rights of the
Company and its stockholders (through  stockholders'  derivative suits on behalf
of the  Company) to recover  monetary  damages  against a director for breach of
fiduciary  duty as a director  (including  breaches  resulting from negligent or
grossly negligent behavior) except in the situations  described in clauses (i) -
(iv) of the proceeding sentence.

     These provisions will not affect the validity of injunctive  relief against
directors of the Company  (although such relief may not always be available as a
practical  matter)  nor will it limit  directors  liability  for  violations  of
federal securities laws.

Item 7.        Exemption from Registration Claimed

               Not applicable.

Item 8.        Exhibits

          (a) The  following  exhibits  are  filed as part of this  registration
          statement  pursuant to Item 601 of Regulation S-K and are specifically
          incorporated herein by this reference:

          Exhibit No.      Title

          1.             Not required.
          2.             Not required
          3.             Not required
          4.             Not applicable.
          5.             Opinion of Archer & Weed regarding the legality of the
                         securities registered.
          6.             Not required.

                                                      [GROUP\FS8:SEPT97.FS8]-6 9
Exhibit No.         Title
          7.             Not required.
          8.             Not required
          9.             Not required.

          10.            A.   Consulting  Agreement with Morris Gore
                         B.   Consulting Agreement with Skjerven,  Morril, 
                              MacPherson & Freil, LLP(1)
                         C.   Consulting Agreement with OTC Communications(2)
                         D.   Consulting Agreement with Archer & Weed(1)
                         E.   Fee Agreement  with Wilke,  Fleury,  Hoffelt,
                              Gould & Birney
                         F.   Fee Agreement with Marci Milne McCann
          11.            Not required
          12.            Not required
          13.            Not required.
          14.            Not required.
          15.            Not required.
          16.            Not required.
          17.            Not required.
          18.            Not required.
          19.            Not required.
          20.            Not required
          21.            Not required.
          22.            Not required.
          23.            Not required
          24.1           Consent of Archer & Weed, special counsel to
                         Registrant, to the use of its opinion with respect to
                         the legality of the securities being  registered hereby
                         and  to the  references  to it in the Prospectus filed
                         as a part hereof
          24.2           Consent of Haskell & White LLP
          24.3           Consent of Raimondo, Pettit & Glassman
          25.            Not applicable.
          26.            Not applicable.
          27.            Not applicable.
          28.            Not applicable.
          29.            Not applicable.

                   ------------------------------------------

(1)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 12, 1997, File No. 33-87102.

(2)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       10
Item 9.        Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of registrant
pursuant to the foregoing provisions, or otherwise,  registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

     Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:

          (i)  include  any  prospectus  required  by  Section 10 (a) (3) of the
               Securities Act;

          (ii) reflect in the  prospectus  any facts or events arising after the
               effective date of the registration  statement (or the most recent
               post-effective  amendment thereof) which,  individually or in the
               aggregate, represents a fundamental change in the information set
               forth in the registration statement; and

          (iii)include  any  material  information  with  respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

          provided,  however,  paragraphs  (i) and (ii)  shall  not apply if the
          information  required to be included in a post-effective  amendment by
          those paragraph is incorporated by reference from period reports filed
          by the registrant small business issuer under the Exchange Act.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities  Act,  each  post-effective  amendment to the  registration
          statement shall be deemed to be a new registration  statement relating
          to the securities  offered therein and the offering of such securities
          at that  time  shall be deemed to be the  initial  bona fide  offering
          thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

     (4)  To  deliver  or cause to be  delivered  with the  prospectus,  to each
          person to whom the  prospectus  is sent or given,  the  latest  annual
          report to security  holders that is  incorporated  by reference in the
          prospectus and furnished  pursuant to and meeting the  requirements of
          Rule 14a-3 or Rule 14e-3 under the  Securities  Exchange  Act of 1934;
          and, where interim  financial  information  require to be presented by
          Article 3 of  Regulation  S-X is not set forth in the  prospectus,  to
          deliver,  or  cause  to be  delivered  to  each  person  to  whom  the
          prospectus  is sent or given,  the  latest  quarterly  report  that is
          specifically  incorporated  by reference in the  prospectus to provide
          such interim financial information.

     Registrant   hereby  undertakes  that,  for  purposes  of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and,

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       11
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       12
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of San Francisco,  State of California on the 12th day of
November, 1997.

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

                                   By:   /s/ Joseph Monterosso
                                   Joseph Monterosso, President and Chairman
                                   Group V Corporation and
                                   National Pools Corporation

                                   By:   /s/  Dennis D. Houston
                                   Dennis D. Houston, Chief Operating Officer,
                                   National Pools Corporation and Director,
                                   Group V Corporation

                                   By:   /s/  Leland Rees
                                   Leland Rees, Director, Group V Corporation

     Pursuant to the requirements of the 1933 Act, this  registration  statement
or amendment has been signed by the following  persons in the  capacities and on
the dates indicated:

     Signatures               Title                            Date

     /s/  Joseph Monterosso   President                        November 12, 1997
     Joseph Monterosso        and Chairman, Group V
                              Corporation and National
                              Pools Corporation

     /s/  Steven H. Dong      Chief Financial Officer          November 12, 1997
     Steven H. Dong           and Principal Accounting
                              Officer, Group V Corporation

     /s/ Dennis D. Houston    Chief Operating Officer,         November 12, 1997
     Dennis D. Houston        National Pools Corporation and
                              Director, Group V Corporation

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       13
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

     The  following  Exhibits are filed as part of this  registration  statement
pursuant to Item 601 of Regulation S-K and are specifically  incorporated herein
by this reference:

Exhibit
Number in
Registration
Statement           Description
---------           -----------

     5.   Opinion of Counsel

     10.  A. Consulting Agreement with Morris Gore

          B.   Consulting Agreement with Skjerven,  Morril,  MacPherson & Freil,
               LLP(1)

          C.   Consulting Agreement with OTC Communications, Inc.(2)

          D.   Consulting Agreement with Archer & Weed (1)

          E.   Fee Agreement with Wilke, Fleury, Hoffelt, Gould & Birney

          F.   Fee Agreement with Marci Milne McCann

     24.1 Consent of Archer & Weed,  special counsel to the  Registrant,  to the
          use of its opinion  with  respect to the  legality  of the  securities
          being registered  hereby and to the references to it in the Prospectus
          filed as a part hereof.

     24.2 Consent of Haskell & White LLP

     24.3 Consent of Raimondo, Pettit & Glassman

 -------------------------------------------------------------------------------

(1)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed May 12, 1997, File No. 33-87102.

(2)  Previously filed by the Registrant in a Registration  Statement on Form S-8
     filed December 7, 1994, File No. 33-87102.

                                                        [GROUP\FS8:SEPT97.FS8]-6
                                       14
EXHIBIT 5.

                               OPINION OF COUNSEL

                                       15
ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

                             WRITER'S DIRECT NUMBER
                                 (714) 475-9086

                                November 12, 1997

Board of Directors
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
550 15th Street
San Francisco, CA 94103

     Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

     I have  acted as a  special  counsel  for  Group V  Corporation  (formerly,
NuOasis Gaming,  Inc.) a Delaware corporation (the "Company") in connection with
the  preparation  and filing with the  Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933, as amended,  (the "Act") of a
registration statement on Form S-8 (the "Registration  Statement"),  relating to
the offer and sale of  1,975,000  shares of Common  Stock,  $.01 par value  (the
"Common Stock") to consultants or employees of the Company, in consideration for
services  performed and to be performed on behalf of the Company under the terms
and conditions of certain consulting agreements (the "Consulting Agreements").

     As special counsel for the Company,  I have examined the Company's articles
of incorporation,  bylaws, minute book, and certain other corporate records. For
the  purpose  of  the  opinions  expressed  below,  I  have  also  examined  the
Registration  Statement on Form S-8 to be filed with the Securities and Exchange
Commission  under the  Securities  Act of 1933, as amended,  covering the Common
Stock in this offering.

     In arriving at the  opinions set forth  below,  I have  examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.

     My opinions  are  qualified  in all  respects by the scope of the  document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

                                       16
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
November 12, 1997
Page 2

     In rendering this opinion, I have assumed,  without independently verifying
such assumptions,  and this opinion is based and conditioned upon the following:
(i)  the  genuineness  of  the  signatures  on  and  the  enforceability  of all
instruments, documents and agreements examined by me and the authenticity of all
documents  furnished for my  examination  as originals and the conformity to the
original  documents of all  documents  furnished to me as copies;  (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the  documents  received  from  the  State  of  Delaware;  and  (vi)  Group V
Corporation  will be  operated  in  accordance  with the  terms  of its  charter
documents and the laws of the State of Delaware and the terms of the instruments
or documents referred to above.

     Based upon the foregoing, I am of the opinion that:

     1. The  Company  has been duly  incorporated  and is validly  existing as a
corporation  in good  standing  under  the laws of the  State of  Delaware,  the
jurisdiction of its incorporation.

     2. The terms and provisions of the Common Stock conform to the  description
thereof  contained  in the  Registration  Statement,  and the form of the  stock
certificates  used to evidence  the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.

     3. Based upon the foregoing,  I am of the opinion that the issuance and the
sale of the shares of Common  Stock in this  offering  has been duly and validly
authorized,  and  subject  to  compliance  with the  provisions  of the  written
agreements,  the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable  shares of Common
Stock.

     4. Based upon the opinion of defense counsel for the Company,  there are no
suits,  proceedings  or  actions  known to me which are  threatened  or  pending
against  the  Company in any court or before or by any  governmental  body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise),  business operations,  income,  properties or business
prospects,  except as set forth in or contemplated by the Prospectus,  or by the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended June 30, 1997
as filed with the Securities and Exchange Commission.

     5. No consent,  approval,  order or authorization of any regulatory  board,
agency,  or  instrumentality   having  jurisdiction  over  the  Company  or  its
properties (other than registration  under the Act or qualification  under state
securities  or Blue Sky laws or  clearance  from the NASD) is  required  for the
valid authorization,  issuance and delivery of the Common Stock or, if required,
it has been obtained and is in full force and effect.

     I am  admitted  to  practice  in the State of  California  and the State of
Texas. I am not admitted to practice in Delaware,  the state of incorporation of
the Company,  or in any other  jurisdictions other than California and Texas, in
which the Company may own property or transact business. My opinions herein

                                       17
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
November 12, 1997
Page 3

are with  respect to federal law only and, to the extent my opinions are derived
from the laws of other  jurisdictions,  are  based  upon an  examination  of all
relevant  authorities and the documents referenced herein and are believed to be
correct.  However,  except for pending  litigation or claims matters, I have not
directly  obtained legal opinions as to such matters from attorneys  licensed in
such other  jurisdictions.  No opinion is  expressed  upon any  conflict  of law
issues.  My opinions are qualified to the extent that  enforcement of rights and
remedies  are  subject  to  bankruptcy,   insolvency,   fraudulent   conveyance,
moratorium,  and other  laws of  general  application  or  equitable  principles
affecting the rights and remedies of creditors  and security  holders and to the
extent  that the  availability  of the  remedy  of  specific  performance  or of
injunctive  relief is subject to the  discretion  of the court  before which any
proceeding may be brought.

     This opinion is limited to matters existing as of this date, and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

     This opinion is  furnished by me to you as special  counsel for the Company
and it is solely for your benefit.  This opinion is not to be used,  circulated,
quoted or otherwise referred to in whole or in part for any purpose,  other than
as set forth in my written consent.

                                                            Very truly yours,

                                                            /s/  Richard O. Weed
                                                            Richard O. Weed

                                       18
EXHIBIT 10A.

                      CONSULTING AGREEMENT WITH MORRIS GORE

                                       19
October 21, 1997

VIA FEDERAL EXPRESS

Group V Corporation
550 15th Street
San Francisco, California 94103

RE:  FEE Agreement - Group V Corporation

Gentlemen:

     Consistent with our recent discussions, I am confirming that I have
been  retained by Group V  Corporation  (the  "Company"  or "Group V") to act on
Group V's behalf on  certain  disputes  and  litigation  matters,  and any other
related or unrelated  matters which you might  subsequently  refer to me. I will
assume that Group V's retention is pursuant to our understanding that the charge
for my services will be billed at my normal rate of $150 dollars per hour.  This
does not include costs, which are billed separately.

     As payment for my services  and costs,  Group V has  suggested,  and I have
agreed, that the Company place a block of 50,000 shares of free-trading  Company
stock,  currently  valued at  approximately $ per share, in my name with a local
Texas branch of a national  securities  broker.  At least once per month, I will
send  Group V my  statement  for fees and  costs,  with  written  notice  to the
brokerage firm of the dollar amount of such statement.  Unless objection is made
to my  bill,  sufficient  Company  stock,  net  of  commission,  shall  then  be
liquidated forthwith at the prevailing market price to satisfy such statement.

     In the course of my representation  of the Company,  if all of the stock is
liquidated,  a new block of stock  sufficient to cover projected fees and costs,
in an amount  contemporaneously  agreed to by the parties,  will again be placed
with the  brokerage  firm,  under the same terms and  conditions  as  enumerated
above. At the conclusion of my  representation of the Company and the payment of
all final fees and costs,  any unused  stock shall  forthwith be returned to the
Company.

     Your Company shall also promptly  register such blocks of stock pursuant to
a Form S-8 at its own expense and deliver such stock to the brokerage  firm upon
the filing and effectiveness of the respective Form S-8.

     I will perform the legal services in these disputes and litigation  matters
on Group V's behalf  faithfully and with due  diligence.  I am authorized to pay
any of Group V's bills associated with these matters,  whether incurred by Group
V or me as long as they are authorized by Group V, directly from the proceeds of
fees  received  or  monies  or  stock  deposited  with  me,  but I have no legal
obligation  to pay them.  Whether  these bills are paid by me or not,  you shall
remain liable for them at all times until discharged in full.

     I will give you at least thirty (30) days' advance  notice of any change in
my billing rate, which may be periodically increased to accommodate increases in
the cost of  operation.  I charge in  fifteen  (15)  minute  increments,  with a
minimum  of  one-forth  (1/4) of an hour for any  single  item.  All bills  will
reflect the hourly charges on any single billed amount.
20

Group V Corporation
October 21, 1997
Page 2

     I will customarily include in my monthly bills charges for photocopies, and
postage, long distance telephone calls, fax transmissions,  mileage, parking and
other "out-of-pocket" expenses.  Furthermore,  all costs which I deem reasonably
necessary  in the  prosecution  of these cases (e.g.,  filing  fees,  service of
process fees, deposition costs,  duplication of documents,  expert witness fees,
etc.)  will  be at  Group  V's  expense.  It is my  practice  to  send  periodic
statements  no less  frequently  than monthly  but,  depending on the nature and
magnitude of the services, I may bill more frequently.

     You  agree  that I may  withdraw  as Group V's  legal  representative  upon
written  notice  being sent to Group V in the event any bill is not paid  within
thirty (30) days after mailing,  if Group V has refused to follow my advice,  or
if Group V has refused to cooperate with me in my representation of Group V.

     We both agree that if a dispute should arise as to the amount of fees owed,
either of us may require that the dispute be  submitted  to the Fee  Arbitration
Committee of the Texas Bar Association. In order to avoid costly litigation over
legal fees and costs, we both agree to be bound by their decision. Such decision
may be submitted to a court of competent  jurisdiction for entry of judgment and
enforcement.

     It is agreed  that  Group V will bear all  costs of  collection,  including
reasonable  attorney's fees, if payments are not made as agreed. You warrant and
acknowledge  that the Company has the financial  ability to pay all fees,  costs
and  expenses  contemplated  by this  Agreement.  The  receipt by you of a fully
executed copy of this Agreement is evidenced by your signature below.

     This Fee Agreement  shall be deemed to be made under and in accordance with
the laws of the State of Texas, and Texas shall be deemed to be the proper venue
of any disputes  regarding same. If any provision hereof shall be deemed or held
to be invalid,  illegal or  unenforceable  to any extent,  the remainder of this
Agreement shall not be affected or rendered  invalid,  illegal or  unenforceable
thereby.  The Board of Directors  of Group V  Corporation  shall also  expressly
adopt and approve the Fee Agreement as soon as reasonably practical.

     If the foregoing is agreeable,  please indicate your Company's  approval by
dating and signing below and then promptly  return an original to me. The second
duplicate original enclosed herewith is for the Company's files. Upon receipt of
a fully executed original hereof, I will continue work on these matters.

     I look forward to  representing  Group V Corporation  relative to these and
other matters.  Please feel free to contact me at any time if you have questions
about the contents of this letter or the progress of any of the above-referenced
lawsuits. Sincerely,

                                                            /s/  Morris C. Gore
                                                            Morris C. Gore

                                       21
Group V Corporation
October 21, 1997
Page 3

                                    APPROVAL

     Read, understood and approved this 21st day of October, 1997.

                                        GROUP V CORPORATION,
                                        a Delaware Corporation

                                        By: /s/ Joseph Monterosso
                                        Name:    Joseph Monterosso
                                        Title:   President

ATTEST:

--------------------------

                                       22
EXHIBIT 10E.

            FEE AGREEMENT WITH WILKE, FLEURY, HOFFELT, GOULD & BIRNEY

                                       23
WILKE, FLEURY, HOFFELT, GOULD & BIRNEY
                               TWENTY-SECOND FLOOR
                                400 CAPITOL MALL
                          SACRAMENTO, CALIFORNIA 95814

                              TELEPHONE TELECOPIER
                              (916) (916) 442-6664

                                 March 28, 1994

SENT VIA FACSIMILE
FOLLOWED BY PRIORITY MAIL

Mr. Joseph Monterosso
President
National Pools Corporation
655 Montgomery Street, Suite 1200
San Francisco, CA 94111

Re:  Project Retention

Dear Joe:

     This letter, when fully executed, will confirm National Pools Corporation's
("NPC")  retention  of this firm to assist it in  securing  legal  review of its
services  to be provided to  purchasers  of  California  State  Lottery  ("CSL")
tickets.  Said services include  coordinating the formation of groups or "pools"
of  purchasers  of CSL  tickets.  NPC  seeks to obtain an  opinion  or  opinions
rendered by the Legislative  Counsel,  the Attorney General,  or both, to afford
NPC the best possible  assurances  that its business plan and proposed  services
are lawful and permissible in California.

     We will  perform this  project on an hourly  basis.  This will give you the
greatest project accountability and cost management throughout the project term.
Our standard hourly professional fees range from $100.00 to $225.00 per hour. In
view of the  personnel  we envision  managing  this  project,  principally  Alan
Perkins and myself, at $185.00 per hour and $160.00 per hour,  respectively,  we
estimate  an average  hourly cost in this  matter of  approximately  $175.00 per
hour.

     We project that revising the considerable  work already done by Mr. Adkins,
and reshaping the opinion issues to be presented,  initially, to the Legislative
Counsel,  may take between 25 and 30 hours,  with professional fees ranging from
approximately $4,375.00 to $5,250.00.

     We  anticipate  a  substantial  number  of  opportunities  to work with the
Legislative  Counsel as the opinion  request is handled by that  office,  on the
order  of 10 to 20 hours in  follow-up,  with  professional  fees  ranging  from
approximately  $1,750.00 to  $3,500.00.  We estimate  that this work would arise
over  approximately  a sixty (60) to ninety  (90) day period  which  Legislative
Counsel  may take to provide  its  opinion.  We would,  of course,  provide  any
assistance  possible to Counsel to promote the earliest  possible issuance of an
opinion.

                                       24
Mr. Joseph Monterosso
President
National Pools Corporation
March 28, 1994
Page 2

     Once an opinion is issued by the  Legislative  Counsel,  we anticipate only
relatively  minor  revisions to the basic opinion request prior to submission of
same to the Attorney General.  Professional  services of approximately 10 hours,
with fees of $1,750.00,  as our estimate here.  Finally,  we anticipate  minimum
project follow-up opportunities with the Attorney General,  perhaps on the order
of 5 hours,  with fees of $875.00.  Thus, we calculate  that this project is not
likely to exceed  approximately  $12,000.00 in total professional fees. However,
this represents neither a project cost cap nor a guarantee.

     Obviously,  we cannot,  have not,  offered or made any guarantees as to the
outcome of this effort. With the company's  cooperation and assistance,  we will
utilize our best efforts on behalf of NPC to achieve the best possible result in
this matter.  Also, a recently  enacted law requires  that we advise you that we
maintain errors and omissions  insurance coverage  applicable to the services to
be rendered in this matter.

         Accordingly,  if all of the above meets with your approval, please sign
and date the original of this letter in the spaces  provided below and return it
in the enclosed pre-addressed  envelope.  Please keep the enclosed copy for your
records.  Should you have any  questions,  please do not  hesitate to call me. I
will keep you and any other  party at NPC to whom you  direct us  advised of all
activity as it occurs on this file.

                                                            Very truly yours,

                                                            /s/ John R. Valencia
                                                            John R. Valencia

--------------------------------------------------------------------------------

                                   ACCEPTANCE

     The undersigned hereby accepts the terms and conditions set forth in
this engagement  letter and fee policy statement  pertaining to the retention of
the law firm of Wilke,  Fleury,  Hoffelt,  Gould & Birney as  described  in this
letter of engagement dated March 28, 1994.

                                        By: /s/  Joseph Monterosso
                                        Joseph Monterosso
                                        President
                                        National Pools Corporation

JRV:law
Enclosures

                                       25
EXHIBIT 10F.

                      FEE AGREEMENT WITH MARCI MILNE MCCANN

                                       26
GROUP V CORPORATION
                                 550 15th Street
                             San Francisco, CA 94103
                     Tel: (415) 575-0222 Fax: (415) 861-4177

                                November 1, 1997

Marci Milne McCann
10 Cotton Farm Lane
North Hampton, NH 03862

     RE:  Fee Agreement

Dear Ms. McCann:

     This letter  sets forth the  agreement  between  Group V  Corporation  (the
"Company")  and  yourself  regarding  the payment of invoices  for  professional
services rendered by you on behalf of the Company.

     As soon as  practicable  following  execution  of this  Fee  Agreement  the
Company agrees to include in a Form S-8 Registration Statement at its expense an
adequate  number of  common  shares  in order to pay for  professional  services
invoiced by you.  Such shares will be delivered to you for sale and  application
of the net proceeds against the balance due for services rendered to date.

     Additionally, you agree to provide the Company with a monthly accounting of
all services provided by you and the net proceeds from sales of common shares of
the Company received pursuant to this letter.

     If the foregoing is agreeable,  please indicate your approval by dating and
signing below and returning an original copy to me.

                                             Very truly yours,

                                             Group V Corporation

                                             By:  /s/  Joe Monterosso
                                             Name:    Joe Monterosso
                                             Title:   President

                             APPROVAL AND ACCEPTANCE

                               READ AND ACCEPTED.

Dated: November 1, 1997                      /s/  Marci Milne McCann
                                             ---------------------
                                             Marci Milne McCann

                                       27
EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION

                                       28
ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

                             WRITER'S DIRECT NUMBER
                                 (714) 475-9086

                                November 12, 1997

Board of Directors
Group V Corporation
(formerly, NuOasis Gaming, Inc.)
550 15th Street
San Francisco, CA 94103

     Re:  Form S-8

Gentlemen:

     I hereby consent to the filing of my opinion dated even date herewith as an
Exhibit to the November 12, 1997, Form S-8 Registration Statement to be filed by
Group V Corporation (formerly, NuOasis Gaming, Inc.).

     I further  consent to the  reference to me and my opinion under the caption
"Legal Opinion and Experts" in the Prospectus.

                                             Very truly yours,

                                             /s/  Richard O. Weed
                                             Richard O. Weed

                                       29
EXHIBIT 24.2

                         CONSENT OF HASKELL & WHITE LLP

                                       30
CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement of
Group V Corporation  (formerly,  NuOasis Gaming, Inc.) on Form S-8 of our report
dated  September 29, 1997 appearing in the Annual Report on Form 10-KSB of Group
V Corporation (formerly, NuOasis Gaming, Inc.) for the year ended June 30, 1997,
and to the reference to us under the heading "Experts" in the Prospectus,  which
is part of this Registration Statement.

                                             /s/  Haskell & White LLP
                                             HASKELL & WHITE LLP

Newport Beach, California
November 12, 1997

                                       31
EXHIBIT 24.3

                     CONSENT OF RAIMONDO, PETTIT & GLASSMAN

                                       32
CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement of
Group V Corporation (formerly, NuOasis Gaming, Inc.) (the "Company") on Form S-8
of our report dated October 31, 1996, on our audit of the consolidated financial
statements of Group V Corporation (formerly,  NuOasis Gaming, Inc.) for the year
ended June 30, 1996,  which report is included in the Company's Annual Report on
Form 10-KSB filed  with the  Securities  and  Exchange  Commission  on or about
October 6, 1997.  We also consent to the reference to our firm under the caption
"Experts" this Registration Statement.

                           RAIMONDO, PETTIT & GLASSMAN

Torrance, California
November 12, 1997

                                       33