<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
One Up Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
681965 10 9
--------------
(CUSIP Number)
EAI Partners, Inc. Linda C. Frazier, Esq.
1900 Corporate Boulevard Broad and Cassel
Suite 305 West with a copy to: 201 South Biscayne Boulevard
Boca Raton, Florida 33431 Suite 3000
- ---------------------------- Miami, Florida 33131
(Name, Address and Telephone
of Persons Authorized to
Receive Notices and
Communications)
February 1, 1997
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------
CUSIP No. 681965 10 9 Page 2 of 3 Pages
- --------------------- ---------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
EAI Partners, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2 [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FL
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 96,386
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,903,614
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.29%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
Except as expressly amended below, the Schedule 13D, dated November 12, 1996,
as heretobefore filed on behalf of EAI Partners, Inc., a Florida corporation
(the "Company"), with respect to the shares of common stock, no par value (the
"Common Stock") of One Up Corporation, a Florida corporation (the "Issuer"),
remains in full force and effect.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5. is hereby amended in its entirety to read as follows:
(a) EAI may be deemed to beneficially own an aggregate of 2,000,000 shares of
Common Stock, representing approximately 7.29% of the total shares of
Common Stock deemed outstanding. Such shares of Common Stock represent
96,386 shares of Common Stock owned beneficially by EAI, and an option,
exercisable within 60 days of the date hereof, to purchase an additional
1,903,614 shares of Common Stock, as described below. Pursuant to the
Stock Option Agreement dated November 12, 1996 among the Issuer, EAI and
Richard G. Dews (the "Stock Option Agreement"), EAI was granted an option
to purchase 6,000,000 shares of Common Stock. Of such option, the option
to purchase 2,000,000 shares of Common Stock has vested or will vest
within 60 days of the date hereof. To date, EAI has exercised a portion of
such option and purchased 96,386 shares of Common Stock. Pursuant to the
Stock Option Agreement, EAI was granted an irrevocable proxy with respect
to 50% of the shares of Common Stock issuable upon exercise of the option.
However, the irrevocable proxy was cancelled effective February 1, 1997.
(b) EAI has sole power to vote 96,386 shares of Common Stock, representing
shares of Common Stock owned of record. EAI also has sole power to dispose
of or direct the disposition of an option, exercisable within 60 days of
the date hereof, to purchase an additional 1,903,614 shares of Common
Stock.
(c) EAI exercised its option to purchase 96,386 shares of Common Stock.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
such securities of the Issuer.
(e) Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
EAI PARTNERS, INC., a Florida corporation
Dated: As of February 1, 1997 By: /s/ Milton Barbarosh
----------------------------------
Milton Barbarosh, President
3
