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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
One Up Corporation
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
681965 10 9
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(CUSIP Number)
Robert D. Keyser, Jr.
c/o Atlantis Capital Partners, Inc.
One South Ocean Boulevard
Suite 315
Boca Raton, FL 33432
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(Name, address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 20, 1997
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(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
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SCHEDULE 13D
CUSIP NO. 681965 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert D. Keyser, Jr.
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2. Check the appropriate box if a member of a group (a)[ ]
(b)[X]
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3. SEC Use only
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4. Source of Funds
OO
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5. Check Box if disclosure of legal proceedings is required pursuant to items
2(d) or (e) [ ]
Not Applicable
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6. Citizenship or place of organization
Florida
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7. Sole Voting Power
2,000,000 shares of Common Stock, no par value
Number of Shares --------------------------------------------------------
Beneficially 8. Shared voting power
Owned by Not Applicable
Each --------------------------------------------------------
Reporting 9. Sole dispositive power
Person 2,000,000 shares of Common Stock, no par value
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10. Shared dispositive power
Not Applicable
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11. Aggregate amount beneficially owned by each reporting person
2,000,000 shares of Common Stock, no par value
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12. Check box if the aggregate amount in row (11) excludes certain shares [ ]
Not Applicable
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13. Percent of class represented by amount in row (11)
7.5%
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14. Type of reporting person
IN
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Item 1. This statement relates to the Common Stock, no par value (the "Common
Stock") of One Up Corporation, a Florida corporation (the "Company")
whose principal executive offices are located at:
5 Campus Circle, Suite 100
Westlake, TX 76262
Item 2. The person filing this statement is Robert D. Keyser, Jr. His business
address is c/o Atlantis Capital Partners, Inc., One South Ocean,
Boulevard, Suite 315, Boca Raton, FL 33432. Mr. Keyser is the
President and principal shareholder of Atlantis Capital Partners, Inc.
During the last five years, Mr. Keyser has not been convicted in a
criminal proceeding nor was he a party in a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is the subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Mr. Keyser is a
citizen of the United States.
Item 3. Pursuant to the terms of an Option Agreement dated March 20, 1997
between Atlantis Capital Partners, Inc., a Florida corporation
("Atlantis") and Aronowitz RI Family, L.P. ("ARIF") (the "Option
Agreement"), Atlantis was granted an option to purchase up to
2,000,000 shares of Common Stock of the Company. The option is
exercisable for a period of sixty (60) days from the date of the
Option Agreement. As of the date hereof, Atlantis has not exercised
the option. A copy of the Option Agreement is attached hereto as
Exhibit A and is incorporated by reference herein.
Item 4. See item 3 above, incorporated herein by reference.
Item 5. (a) Mr. Keyser beneficially owns 2,000,000 shares of Common Stock of
the Company or 7.5% of the 26,361,614 shares issued and outstanding as
of February 5, 1997.
(b) Mr. Keyser has the sole power to vote or to direct the vote and
the sole power to dispose or to direct the disposition of all
2,000,000 shares of Common Stock of the Company.
(c) Other than as described herein, there were no transactions in the
Common Stock of the Company effected during the past sixty (60) days
by Mr. Keyser.
(d) There is no other person 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 reported herein.
(e) Mr. Keyser recently became a beneficial owner of more than five
percent of Common Stock of the Company; accordingly, item 5(e) is not
applicable.
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Item 6. There are no material contracts, understandings, or relationships
other than as described in Item 3, which information is incorporated
herein by reference.
Item 7. A copy of the Option Agreement is attached hereto as Exhibit A and is
incorporated herein by reference.
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SIGNATURE
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.
4/22/97 /s/ Robert D. Keyser, Jr.
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Date Signature
Robert D. Keyser, Jr.
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Name
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EXHIBIT A
OPTION AGREEMENT
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This Option Agreement (the "Agreement") is dated as of March 20, 1997, (the
"Effective Date") between and among Atlantis Capital Partners, Inc. ("ACP"), a
Florida corporation, and Aronowitz RI Family L.P. ("ARIF"), a Rhode Island
Limited Partnership.
RECITALS:
WHEREAS, ACP and ARIF desire to grant an option to ACP to purchase two million
(2,000,000) shares of the Common Stock of One Up Corporation.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, $10.00 and other
good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Recitals. The above recitals are true, correct and are herein incorporated
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by reference.
2. Option to Purchase of Shares of Common Stock. Subject to the terms and
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conditions set forth in this Agreement, ARIF hereby grants to ACP and ACP
hereby accepts an option to purchase up to two million (2,000,000) shares
of the Common Stock of One Up Corporation (the "Securities"). The right to
purchase the Securities is referred to herein as the "Option."
The term of the Option ("Option Term") shall begin on March 20, 1997 and
shall continue for a period of sixty (60) days thereafter.
This Option may be exercised in whole or in part during the Option Term by
the delivery of written notice from ACP. Upon the exercise of the Option,
this Agreement shall become an agreement of purchase and sale upon the
terms, conditions and provisions set forth herein.
3. Purchase Price. In consideration for the Securities, ACP agrees to pay to
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ARIF, as the Closing, $0.25 for each share purchased (the "Purchase
Price").
4. Closing and Condition to Closing
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a. Closing and Closing Date. The closing (the "Closing") shall take
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place on the third (3/rd/) business day following exercise of the
Option (the "Closing Date") via wire transfer of funds to ARIF or at
such other place, date or time as the parties may agree in writing.
b. Condition to Closing. The obligations of a particular party to close
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shall be subject to satisfaction of the condition that (a) the
representations and warranties of contraparty set forth hereof are
true and correct and shall be true and correct as of the Closing Date,
and the contraparty shall have delivered those items required to be
delivered by it pursuant to Section 5 or 6 hereof.
5. Deliveries by ARIF. At the closing, ARIF shall deliver or cause to be
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delivered to ACP the following items:
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a. certificate(s) representing the Securities,
b. receipt for the payment delivered to ARIF by ACP pursuant to Section 3
hereof.
6. Deliveries by ACP. At the Closing, ACP shall deliver or cause to be
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delivered to ARIF the following items:
a. payment by cashier's check or wire transfer of funds necessary to pay
the Purchase Price:
b. all agreements, understandings and obligations to be performed or
complied with by ACP have been duly performed or complied with by ACP
in accordance with the terms of this Agreement.
7. Representations and Warranties of ARIF. To induce ACP to exercise the
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Option and to purchase the Securities. ARIF hereby represents and warrants
that ARIF has full power and authority to enter into and perform this
Agreement. No consents from any third parties are required to transfer the
Securities to ACP and the securities are freely transferable and not
subject to any limitation on transfer or assignment.
8. Representations and Warranties of ACP. As a material inducement to ARIF to
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sell the shares of Common Stock to ACP, ACP hereby represents and warrants
that ACP acknowledges that in purchasing the Securities it is relying
solely upon the results of his own investigations.
9. Voting Power, Dividends. Until the Option is exercised, ARIF shall vote
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the shares of stock, which are the subject of this Option, in the same
proportion as the other shareholders of the Company have voted their shares
in any matter which requires a vote of the Company's shareholders.
10. Miscellaneous.
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a. Costs and Expenses. Each party agrees to pay its own costs and
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expenses in connection with the preparation, execution and delivery of
this Agreement and any other instruments and documents to be delivered
hereunder.
b. Waivers and Amendments. This Agreement may be amended or modified in
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whole or in part only by a writing which makes reference to this
Agreement and is executed by the parties to this Agreement. The
obligations of any party hereunder may be waived (either generally or
in a particular instance and other retroactively or prospectively)
only with the written consent of the party claimed to have given the
waiver, provided, however, that any waiver by any party of any
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violation of, breach of, or default under any provision of this
agreement or any other agreement provided for herein shall not be
constructed as, or constitute a constructing waiver of such provision,
or waiver of any other violation of, breach of or default under any
provisions of this Agreement of any
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other agreement provided for herein.
c. Governing Law. This Agreement shall in all respects be governed by
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and constructed in accordance with the laws of the State of Florida
without giving effect to the principles of conflicts of law thereof.
d. Notices. Any notice, request or other communication required or
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permitted hereunder shall be in writing and be deemed to have been
duly given if personally delivered or received five business days
after being sent by registered or certified mail, return receipt
requested, postage prepaid, to the parties at their respective
addresses provided by each party.
e. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an original, and all
of which together will constitute one and the same instrument.
f. Successors and Assigns. Neither this Agreement, nor any of the rights
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or obligations hereunder, shall be assigned by either party hereto
without the prior written consent of the other party hereto. This
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
g. Third Parties. Nothing expressed or implied in this Agreement is
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intended, or shall be constructed, to confer upon or given any person
or entity other than the parties hereto and their permitted assigns
any rights or remedies under or by reason of this Agreement.
h. Headings. The headings in this Agreement are solely for convenience
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of reference and shall not be given any effect in the construction or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed, or have caused their duly
authorized officer or representative to execute, this Option Agreement as of the
date first above written.
/s/ Robert D. Keyser, Jr. /s/ Jack Aronowitz, ARIF, its Partner
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ATLANTIS CAPITAL PARTNERS, INC. JACK ARONOWITZ
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