FORM 10KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended DECEMBER 31, 1995 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION FROM ________________________ TO ____________________________
COMMISSION FILE NUMBER: 33-28809-A
ONE UP CORPORATION (FORMERLY NEW YORK ACQUISITIONS, INC.)
FLORIDA 65-0125664
STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION
5 CAMPUS CIRCLE, SUITE 100, WESTLAKE, TEXAS 76262
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
REGISTRATION'S TELEPHONE NUMBER, INCLUDING AREA CODE (817)-962-9500
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. Yes [X] No [ ].
(APPLICABLE ONLY TO CORPORATE REGISTRATIONS)
1
<PAGE>
As of December 31, 1995, there were 1,131,579 shares of Common Stock
outstanding. Commencing June 14, 1996, the Registrant's Common Stock has traded
on the Over-The-Counter Electronic Bulletin Board under the symbol ONUP.
DOCUMENTS INCORPORATED BY REFERENCE
None
2
<PAGE>
PART I
ITEM 1 - BUSINESS
GENERAL
New York Acquisitions, Inc. (the "New York"), a Florida Corporation, was
formed in February 1989, primarily to engage in the publication and distribution
of a sports magazine. The Company was known as New York Sports, Inc., until
March 3, 1994 when it effected a name change to New York Acquisitions. New York
did not, however, have meaningful business operations during the nine-month
period ended December 31, 1995 nor in any of its prior fiscal years.
On February 29, 1996, New York acquired privately owned, Texas based One
Up Corporation. The acquired entity (One Up Corporation) became a wholly owned
subsidiary of the Company through the exchange of 9,069,945 shares
of the Company's common stock for all of the outstanding stock of the acquired
subsidiary. Effective March 31, 1996, New York Acquisitions changed its name to
One Up Corporation. (See Footnote 2 to the Independent Auditor's Report
commencing on page F-1 hereto.
THE ACQUIRED BUSINESS
One Up Corporation ("One Up") was formed as a Texas Corporation in 1991 to
develop and further technologies and expertise regarding the migration segment
of the computer industry. The Company based its business plan upon the potential
created for migration by virtue of competition for consumer and business
attention between various computer platforms and client company needs for system
upgrades.
The Company originated as a home based three-man OS/2 education company in
1991 and as of December 31, 1995, was operating from a 24,000 square foot
headquarters facility and reported revenues of $9,120,980 and net earnings of
$2,030,355. Since inception in 1991, One Up has been involved in over 350
successful migration projects. One Up currently has 42 full-time employees.
For the fiscal years ending December 31, 1995, 1994 and 1993, the
Company's audited financial statements depict revenues of $9,065,980, $6,365,494
and $2,441,253 and net income of $1,984,914, $285,822 and $70,167, respectively.
See Footnote 2 to the Independent Auditor's Report commencing on Page F-1
hereto.
The Company delivers its migration solutions through a turn-key, seven
step process. A portion of the process incorporates the use of the Company's
proprietary Commander(TM) migration toolset. The Commander(TM) toolset is based
on the Company's Source Migration, Analysis and Reporting Toolset(TM)
(SMART(TM)) which provides a high degree of automation in analyzing and
migrating application code. The Company's systems approach also includes the use
of SizeUp(TM), a tool used to determine the number of hours a particular
migration project will take to complete. The Company's seven-step migration
solution service includes the following primary components in migrating from the
source platform application to the target platform application.
ITEM 2 - PROPERTIES
During May, 1995, the Company entered a non-cancelable operating lease
agreement for its 24,000 square foot headquarters facility in Westlake, Texas.
The Issuer's facilities in Westlake, Texas houses the corporations executive,
sales, technical and administrative staff.
3
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ITEM 3 - LEGAL PROCEEDINGS
No legal proceedings are pending against The Company nor its
subsidiaries.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In the final quarter of the year, no matters were submitted to a vote
of security holders.
PART II
ITEM 5 - MARKET FOR REGISTRANTS' COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Commencing June 14, 1996, the Company's Common Stock was traded
on the Over-the-Counter Electronic Bulletin Board under the symbol ONUP. Prior
to that date, the Company's Common Stock was not traded. The Company's Common
Stock is not currently listed on any regional or national securities exchange.
At December 31, 1995, the Company's Common Stock was not traded.
At December 31, 1995, there were no outstanding Warrants, options or
other rights to purchase the Company's Common Shares. As of December 31, 1995,
there were 541 Shareholders of Record.
Since inception the Company has never paid dividends on any class of its
equity. The Company does not intend to pay dividends in the future.
4
<PAGE>
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
No comparison to the operating results and financial condition of the
Company for December 31, 1995 to other fiscal years is appropriate since the
Company has not yet commenced business operations.
Management's discussion and analysis of financial condition and
results of operations with respect to One Up will be set forth in the Form 10QSB
for the three months ended March 31, 1996.
Current assets equaled $0 while current liabilities equaled $0 as of
year end. Total assets equaled $0 as of year end.
CAPITAL REQUIREMENTS AND SOURCE OF FUNDS
- ----------------------------------------
At December 31, 1995 the Company anticipated engaging in the
acquisition of One Up Corporation. The Company does not anticipate maintaining
significant inventories of products. See "Liquidity and Capital Resources"
above.
EFFECT OF INFLATION
- -------------------
At December 31, 1995 the Company did not believe that its
contemplated business will be materially effected either favorably or adversely
by inflation.
RESULTS OF OPERATIONS
- ---------------------
The Company had no sales during the nine-month period ended December
31, 1995 and incurred no expenses during that period. Net income for the period
therefore was $0.
FINANCIAL CONDITION
- -------------------
As of year end, the Company appeared to have adequate resources
to continue ongoing business operations.
ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Financial Statements attached hereto, commencing on
page F-1.
5
<PAGE>
ITEM 8 - CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no disagreements between the Company and its
accountants and auditors with respect to accounting and financial disclosure.
PART III
ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with the respect
to the Company's Officers, Directors and Key Personnel
NAME AGE POSITIONS WITH THE COMPANY
- ---- --- --------------------------
Richard Dews 36 President and Chairman of the Board
Wayne Sanderson 58 Chief Financial Officer, Director
Leon Toups 51 Director
All Directors hold office until the next annual meeting of
Shareholders of the Company or until their successors are elected and qualified.
Officers hold office until their successors are chosen or qualified, subject to
earlier removal by the Board of Directors. The Company does not have an
Executive, Nominating, Compensation or Audit Committee.
Set forth below is a biographical description of each Officer listed
above and of each Director.
CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT RICHARD DEWS (36).
Mr. Dews is the founder, President and Chairman of the Board of One Up
Corporation. Mr. Dews' prior experiences include serving as IBM's personal
computer migration expert initially on staff and eventually through the
operations of the Company. During his tenure with IBM, Mr. Dews was responsible
for testing PC software direct from IBM labs and spent three years in tech
support at IBM's Office Integration Support Center and another two years as an
IBM marketing representative. Through the operations of One Up, Mr. Dews became
IBM's exclusive provider of OS/2 migration consulting and education. Under Mr.
Dews direction, the Company has provided services to over 350 major client
companies worldwide regarding varied migration needs. Mr. Dews holds a degree in
Computer Science from the University of North Texas.
DIRECTOR AND CHIEF FINANCIAL OFFICER WAYNE SANDERSON (58)
Mr. Sanderson serves as a Director and as Chief Financial Officer for
One Up Corporation. Mr. Sanderson is a highly experienced administrator whose
prior associations include Director of Administration, controller, Operations
Manager and member of the Board of Directors of a computer software company that
grew from four to 50 employees in three years. Mr. Sanderson previously served
as Vice President of an electronics distributing company for eight years and
President of an electronic manufacturing company with 30 employees for four
years. Mr. Sanderson has also served in various capacities as a Aerosystems
Engineer for General Dynamics Corporation for approximately seven years. Mr.
Sanderson holds a B.S. degree from the University of Texas at Arlington and is
working toward a Masters Degree in engineering at Texas Christian University in
Fort Worth, Texas.
6
<PAGE>
DIRECTOR LEON H. TOUPS (51)
Mr. Toups is a Director of One Up. During the period 1970-1980, Mr. Toups
served as President, Chief Operating Officer and Board member and a member of
the Executive Committee for Chromalloy American Corporation headquartered in St.
Louis, Missouri. Chromalloy was an international conglomerate comprised of over
600 companies with annual revenues of $1.6 billion. From 1980 - 1989, Mr. Toups,
together in partnership with Mr. Harold Geneen, was engaged in activities
including buy-outs, public offerings, operations and liquidation of assets for a
variety of companies. Since 1990, Mr. Toups has operated DMV, Inc., a
Clearwater, Florida based business consulting company. Mr. Toups holds a B.S.
and M.S. in Mechanical Engineering from Georgia Tech, an M.S. in Aerospace
Engineering from the University of Florida and an E.A.A. Aeronautics and
Astronautics from M.I.T.
ITEM 10 - EXECUTIVE COMPENSATION
The following summary compensation table sets for the aggregate cash
compensation paid, accrued or deferred to the Chief Executive Officer of the
Company and to each officer of the Company who earned in excess of $100,000 for
services rendered in all capacities to the Company during the fiscal year ended
December 31, 1995.
SUMMARY COMPENSATION TABLE
NAME AND ANNUAL ANNUAL OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
- ------------------ ---- ------ ------ ------------ ------------
Beatrice J. Hanks 1995 $0 $0
President Chief 1994 0 0
Executive Officer 1993 0 0
and Director
The Company's Directors do not receive compensation for acting in
their respective capacities. No compensation was paid to the referenced
Officers during the period indicated because the Company did not have
meaningful business operations through December 31, 1995.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the holdings of Common Stock by each
person who, as of December 31, 1995, held of record or was known by the Company
to own beneficially more than five percent of the outstanding Common Stock of
the Company, by each Director and Officer of the Company and by all Directors
and Officers of the Company as a group.
NO. OF SHARES AND
NAME AND ADDRESS OF NATURE OF BENEFICIAL PERCENTAGE OF COMMON
BENEFICIAL OWNER OWNERSHIP SHARES OUTSTANDING
Beatrice J. Hanks 303,850 27%
Stephen H. Hanks 206,300 19%
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Dale F. Finfrock, Jr. 245,000 22%
All Directors and Officers 510,150 46%
as a group (2 persons)
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
NONE.
PART IV
ITEM 13 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following financial statements are included in Part II, Item 8:
PAGE
----
Independent Auditor's Report F-1
Balance Sheet as of December 31, 1995 and 1994 F-2
State of Income for the years ended December 31, 1995, 1994, 1993 F-3
Statement of Shareholders' Equity for the years ended F-4
December 31, 1995, 1994 and 1993
Statement of Cash Flows for the years ended F-5
December 31, 1995, 1994 and 1993
Notes to Financial Statements F-6
8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
One Up Corporation
a Florida corporation
By: /s/ RICHARD DEWS
---------------------------
Richard Dews, President
Dated: June 21, 1996
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
DATE
----
/s/ RICHARD DEWS June 21, 1996
- ------------------------------------------ -------------------
Richard Dews, Chairman of the Board of Directors
/s/ WAYNE SANDERSON June 21, 1996
- ----------------------------------------- -------------------
Wayne Sanderson, Director
/s/ LEON TOUPS June 25, 1996
- ---------------------------------------- -------------------
Leon Toups, Director
9
<PAGE>
Board of Directors
New York Acquisitions, Inc.
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of New York Acquisitions, Inc.,
(A Development Stage Company) as of December 31, 1995 and March 31, 1995, and
the related statements of operations, shareholders' equity and cash flows for
the nine months ended December 31, 1995 and the years ended March 31, 1995 and
1994. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit. I did not audit the financial information
contained in Note 2A relating to the business combination occurring after
December 31, 1995. The financial statements of the acquired company were audited
by other auditors whose reports have been furnished to me, and my opinion,
insofar as it relates to the financial information included in Note 2A, is
based solely on the report of the other auditors.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits and the report of other auditors provide a reasonable
basis for my opinion.
In my opinon, based on my audits and the report of other auditors, the financial
statements referred to above present fairly, in all material respects, the
financial position of New York Acquisitions, Inc. (A Development Stage Company)
as of December 31, 1995 and March 31, 1995, and the results of its operations,
changes in its shareholders' equity and its cash flows for the nine months
ended December 31, 1995 and for the years ended March 31, 1995 and 1994 in
conformity with generally accepted accounting principles.
/s/ ANGEL E. LANA, P.A.
----------------------------------
ANGEL E. LANA, P.A.
CERTIFIED PUBLIC ACCOUNTANT
March 31, 1996
Fort Lauderdale, Florida
F-1
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1995 AND MARCH 31, 1995
1995
----
12/31 03/31
----- -----
ASSETS
Total Assets $ -0- $ -0-
LIABILITIES AND SHAREHOLDERS' EQUITY
Total Liabilities $ -0- $ -0-
Shareholders' Equity:
Common Stock, no par value;
200,000,000 shares authorized,
1,106,900 issued and outstanding 107,220 107,220
Additional paid-in capital 10,377 10,377
12% Non-cumulative Redeemable Convertible
Preferred Stock, $1,000 par value;
1,000,000 shares authorized, issued and
outstanding shares-37 37,000 37,000
(Deficit) accumulated during the
development stage (154,597) (154,597)
Total Shareholders' Equity -0- -0-
--------- --------
Total Liabilities and
Shareholders' Equity $ -0- $ -0-
========= =========
The accompanying notes are an integral part of
these financial statements.
F-2
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
NINE MONTHS ENDED DECEMBER 31, 1995 AND
YEARS ENDED MARCH 31, 1995 AND 1994
Nine Months Years Ended
Ended March 31
12/31/95 1995 1994
----------- ---- ----
Revenues $ -0- $ -0- $ -0-
----------- ------ ------
Expenses -0- -0- -0-
----------- ------ ------
Net Income/(Loss) $ -0- $ -0- $ -0-
=========== ====== ======
Net Income/(Loss) per share $ -0- $ -0- $ -0-
=========== ====== ======
Weighted average common
shares outstanding, including
24,679 shares that would be
outstanding assuming conversion
of the Convertible Preferred Stock 1,131,579 1,131,579 1,131,579
========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY
NINE MONTHS ENDED DECEMBER 31, 1995 AND
YEARS ENDED MARCH 31, 1995 AND 1994
Nine Months Years Ended
Ended March 31
12/31/95 1995 1994
----------- ---- ----
Shareholders' Equity/(Deficit): $ -0- $ -0- $ -0-
Beginning of period -0- -0- -0-
Deductions -0- -0- -0-
----------- ------ ------
End of period $ -0- $ -0- $ -0-
=========== ====== ======
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 1995 AND
YEARS ENDED MARCH 31, 1995 AND 1994
Nine Months Years Ended
Ended March 31
12/31/95 1995 1994
----------- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income/(Loss) $ -0- $ -0- $ -0-
Adjustment to Reconcile Net Income/
(Loss) to Net Cash Used by
Operating Activities -0- -0- -0-
----------- ------ ------
Net Cash Used by
Operating Activities -0- -0- -0-
----------- ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES -0- -0- -0-
----------- ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES -0- -0- -0-
----------- ------ ------
Net Increase (Decrease) in Cash -0- -0- -0-
----------- ------ ------
Cash - Beginning of Period -0- -0- -0-
----------- ------ ------
Cash - End of Period $ -0- $ -0- $ -0-
=========== ====== ======
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Business Activity
- -----------------
New York Acquisitions, Inc. (the Company), formerly New York Sports, Inc., was
organized under the laws of the State of Florida on February 24, 1989. The
Company, a development stage enterprise, has been inactive for a period of
years. As more fully discussed in Note 2A, on February 29, 1996, the Company
acquired 100% of the common stock of a privately owned company.
Change in Accounting Year
- -------------------------
The Company has applied for a change in its accounting year. The Company
previously had a fiscal year ending March 31, it is changing to December 31 in
order to conform to the natural business year of the company it acquired on
February 29, 1996.
NOTE 2 - SUBSEQUENT EVENTS
-----------------
A. Business Combination
- -----------------------
On February 29, 1996, the Company acquired One Up Corporation (One Up) in a
business combination accounted for as a pooling of interests. One Up, which
provides software migration services, became a wholly owned subsidiary of the
company through the exchange of 9,069,945 shares of the company's common stock
for all of the outstanding stock of One UP. The financial information provided
below is as of December 31, 1995, 1994 for balance sheet items and for
the years ended December 31, 1995, 1994 and 1993 for the statement of
operations. The information assumes that the companies were combined for the
entire periods. The Company did not have any operations during the
aforementioned periods, accordingly, December 31, is used to reflect the natural
year of One Up and adoption of December 31, as the Company's new year-end.
December 31
1995 1994
---- ----
Balance Sheet:
Total Current Assets $1,565,259 $ 708,095
---------- ----------
Total Assets $3,468,038 $1,024,061
========== ==========
Total Current Liabilities $ 979,506 $ 506,462
---------- ----------
Total Liabilities $1,001,487 $ 543,056
========== ==========
Total Minority Interest $ 5,671 5,039
========== ==========
Total Shareholders' Equity $2,460,880 $ 475,966
========== ==========
Total Liabilities and Shareholders' Equity $3,468,038 $1,024,061
========== ==========
Years Ended
--------------------------------
1995 1994 1993
Statement of Operations:
Total Revenues $9,065,980 $6,365,494 $2,441,253
========== ========== ==========
Net Income $1,984,914 $ 285,822 $ 70,167
========== ========== ==========
Net Income Per Share $ 0.19 $ 0.03 $ 0.01
========== ========== ==========
Weighted Average Common
Shares Outstanding 10,201,524 10,201,524 10,201,524
========== ========== ==========
F-6
<PAGE>
NEW YORK ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUBSEQUENT EVENTS (Continued)
-----------------
B. Common Stock Split
- ---------------------
The Company authorized a 1.5 for 1 common stock split effective March 20, 1996.
C. Preferred Stock Conversion
- -----------------------------
On February 29, 1996, all of the outstanding preferred stock (37 shares) was
converted to 37,018 shares of common stock on a post-split adjusted basis.
D. Consulting Agreements
- ------------------------
Subsequent to December 31, 1995, the Company entered into various consulting
agreements as follows:
(1) A one-year consulting agreement whereby in exchange for financial public
relations services the Company issued a consultant 11,000 shares of common stock
and granted warrants to purchase 800,000 common shares at per share prices
ranging from $1.00 to $2.50.
(2) A six month consulting agreement whereby in exchange for legal services the
Company issued 10,000 shares of common stock.
(3) Various consulting agreements expiring on February 28, 1997 whereby
1,365,000 shares of common stock were issued to the consultants.
E. Financing Arrangements
- -------------------------
In March 1996, the Board of Directors authorized a private offering of
279,000 shares of common stock at $1 per share, which converted to 418,500
shares of common stock upon the stock split discussed in Note 2B. The offering
was fully subscribed as of March 31, 1996.
F-7
CONSENT OF INDEPENDENT ACCOUNTANT
I consent to the use of my Independent Auditor's Report on the financial
statements of New York Acquisitions, Inc. as of December 31, 1995 and
March 31, 1995, and for the nine months ended December 31, 1995 and the years
ended March 31, 1995 and 1994.
ANGEL E. LANA, P.A.
- -------------------
Angel E. Lana, P.A.
Fort Lauderdale, Florida
June 20, 1996
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<PERIOD-START> APR-01-1995
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