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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. 1)*
One Up Corporation
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(Name of Issuer)
Common Stock, $0.00 par value
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(Title of Class of Securities)
681965 10 9
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(CUSIP Number)
Mr. Robert D. Keyser, Jr. c/o Atlantis Capital Partners, Inc.,
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One South Ocean Blvd., Suite 315 Boca Raton, FL 33432
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With a copy to:
Ralph V. De Martino, Esq. 1818 N Street NW, Suite 400 Washington, D.C. 20036
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 13, 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 [_].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d-1(a) for other parties to whom copies are to be
sent.
*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).
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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) [_]
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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 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 2,000 SHARES
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 SHARES
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,000 SHARES
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 SHARES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0072%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER
The title of the class of securities to which this filing relates is
common stock, par value $.00 per share (the "Shares"), of One Up Corporation, a
Florida corporation, (the "Company"). The Company's principal executive office
is located at 12801 N. Stemmons Fwy, Suite 710, Farmers Branch, Texas 75234-
5881.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Mr. Robert D. Keyser, Jr. (the "undersigned").
(b) The principal business address of the undersigned is c/o Atlantis Capital
Partners, Inc., One South Ocean Boulevard, Suite 315, Boca Raton, FL 33432 .
(c) The undersigned's principal occupation is President and principal
shareholder of Atlantis Capital Partners, Inc.
(d) During the last five years, the undersigned has not been convicted in a
criminal proceeding.
(e) During the last five years, the undersigned has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in his being 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.
(f) The undersigned is a citizen of the United States.
The undersigned was the holder of an option to acquire 2,000,000 shares of the
Common Stock of the Company (the "Option") granted in favor of Atlantis Capital
Partners, Inc. by Aronowitz RI Family, L.P. Company. As the holder of the
Option, the undersigned previously filed a Schedule 13D pursuant to Rule 13d-
1(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
evidencing his beneficial ownership of 7.5% of the Common Stock issued and
outstanding of the Company. The Option expired on May 13, 1997 and was not
exercised by the undersigned. Consequently, the undersigned is filing this
amendment to reflect the beneficial ownership of less than 5% of the Common
Stock issued and outstanding of the Company, pursuant to Rule 13d-2(a) of the
Exchange Act.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of this transaction is a decrease in the percentage of the
Common Stock beneficially owned by the undersigned, pursuant to Rule 13d-2(a) of
the Exchange
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Act. This filing terminates the undersigned's reporting obligation under Rule
13d-1(a) of the Exchange Act.
The undersigned does not have any plans or proposals which would relate to or
would result in any of the following:
(a) The acquisition by any person of additional securities of the issuer, or
the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization,
or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number of term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
issuer;
(f) Any other material change in the issuer's business or corporate structure
including but not limited to, if the issuer is a registered, closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act
of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The undersigned owns 2,000 shares of Common Stock, which constitute .0072%
of the 27,782,251 shares of Common Stock issued and outstanding as of November
10, 1997. The number of shares outstanding was obtained from the Company's most
recent filing on Form 10-QSB, filed with the SEC on November 20, 1997.
(b) The undersigned has sole voting and dispositive power with respect to the
2,000 shares of Common Stock that he owns.
(c) Other than the transaction described in item 2, no transactions in the
Company's common stock were effected by the undersigned during the past sixty
days.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None.
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.
January 5, 1997
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Date
/s/ Robert D. Keyser, Jr.
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Signature
President, Atlantis Capital Partners, Inc.
