Registration Number 0-28220
AMENDMENT NO. 2 TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ONE UP CORPORATION (F/K/A NEW YORK ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0125664
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5 CAMPUS CIRCLE, SUITE 100, WESTLAKE, TX 76262
(Address of principal executive offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common None
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
COMMON STOCK
The authorized capital stock of the Company consists of 200,000,000
shares of Common Stock, $.001 par value. Holders of the Common Stock do not have
preemptive rights to purchase additional shares of Common Stock or other
subscription fights. The Common Stock carries no conversion fights and is not
subject to redemption or to any sinking fund provisions. All shares of Common
Stock are entitled to share equally in dividends from sources legally available
therefor when, as and if declared by the Board of Directors and, upon
liquidation or dissolution of the Company, whether voluntary or involuntary, to
share equally in the assets of the Company available for distribution to
stockholders. All outstanding shares of Common Stock are validly authorized and
issued, fully paid and nonassessable, and all shares to be sold and issued as
contemplated hereby, will be validly authorized and issued, fully paid and
nonassessable. The Board of Directors is authorized to issue additional shares
of Common Stock, not to exceed the amount authorized by the Company's
Certificate of Incorporation, on such terms and conditions and for such
consideration as the Board may deem appropriate without further stockholder
action. The above description concerning the Common Stock of the Company does
not purport to be complete. Reference is made to the Company's Certificate of
Incorporation and Bylaws which are available for inspection upon proper notice
at the Company's offices, as well as to the applicable statutes of the State of
Florida for a more complete description concerning the rights and liabilities of
stockholders. Each holder of Common Stock is entitled to one vote per share on
all matters on which such stockholders are entitled to vote. Since the shares of
Common Stock do not have cumulative voting rights, the holders of more than 50
percent of the shares voting for the election of directors can elect all the
directors if they choose to do so and, in such event, the holders of the
remaining shares will not be able to elect any person to the Board of Directors.
Item 2. Exhibits
1. Specimen of the Registrant's Common Stock.*
2. Copy of the Registrant's last Annual Report filed pursuant to the Act.*
3. Copy of the Registant's last Quarterly Report filed pursuant to the Act.*
4. Copy of the Registrant's Articles of Incorporation and By-Laws.*
* Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
One Up Corporation
f/k/a New York Acquisitions, Inc.
(Registrant)
By: /s/ RICHARD DEWS
-----------------------
Richard Dews, President
Date: June 10, 1996
