content: <PAGE>   1
  
                         Securities and Exchange Commission
                               Washington, D.C. 20549
                                      FORM S-8
              REGISTRATION STATEMENT UNDER  THE SECURITIES ACT OF 1933
  
                                 ONE UP CORPORATION
               (Exact name of registrant as specified in its charter)
  
                 FLORIDA                               65-0125664
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)
  
  
             5 CAMPUS CIRCLE                              76262
               SUITE 100                                (Zip Code)
             WESTLAKE, TEXAS
  (Address of principal executive offices)
  
                  ONE UP CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                   MICHAEL E. URA
                                  5 CAMPUS CIRCLE
                                     SUITE 100
                               WESTLAKE, TEXAS 76262
                      (Name and address of agent for service)
  
                                   (817) 264-9500
                      (Telephone number, including area code,
                               of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===========================================================================================================
                                                                         Proposed
                                              Proposed Maximum            Maximum
  Title of Securities       Amount To Be       Offering Price            Aggregate              Amount of
   To Be Registered          Registered        Per Share (1)        Offering Price(1) (2)    Registration Fee
  -----------------------------------------------------------------------------------------------------------
  <S>                        <C>                <C>                    <C>                      <C> 
  No par value per share    400,000 Shares       $0.5625               $400,000                 $122.00
                            (3)
  ===========================================================================================================
  </TABLE>
  (1)     Calculated on the basis of the average of the bid and asked price of the
          Registrants Common Stock on December 23, 1996, as reported by the NASDAQ
          OTC Bulletin Board.
  (2)     Estimated solely for the purpose of computing the registration fee
          pursuant to Rule 457(c) and Rule 457(h)(1).
  (3)     Issuable in connection with securities available for grant under the
          plan.
  
  
  <PAGE>   2
  
  
                                      PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
          The documents constituting PartI of this Registration Statement will be
  sent or given to employees and directors of One Up Corporation ("One Up" or the
  "Company"), as specified by Rule428(b)(1) promulgated under the Securities Act
  of 1933, as amended (the "Act").
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
          The following documents heretofore filed by the Company with the
  Commission are incorporated herein by reference:
  
          1. Annual Report on Form10-KSB for the year ended December31, 1995, 
  filed on July 8, 1996.
  
          2. Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996,
  filed on July 15, 1996.
  
          3. Quarterly Report on Form 10-QSB for the quarter ended June 30, 1996,
  filed on October 30, 1996.
  
          4. Quarterly Report on Form 10-QSB for the quarter ended September 30,
  1996, filed on November 14, 1996.
  
          5. Current Reports on Forms 8-K filed on November 27, 1996, December 11,
  1996, and December 27, 1996.
  
         In addition, all documents subsequently filed by the Company pursuant to
  Sections13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
  "Exchange Act"), prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, shall be deemed incorporated by reference in
  this Prospectus and to be a part hereof from the date of filing of such
  documents.
  
  Item 4. Description of Securities.
  
  Common Stock
  
          The holders of Common Stock are entitled to one vote for each share held
  of record on all matters on which the holders of Common Stock are entitled to
  vote.  After the 12% dividend rate is paid on the Preferred Stock, the holders
  of Common Stock shall be entitled  to share equally on
  
                                        -2-
  
  <PAGE>   3
  
  a per share basis in dividends when, as and if declared by the Board of
  Directors out of funds legally available therefor.  In the event of liquidation,
  partial return of capital or dissolution of the Company, the holders of the
  Common Stock are entitled, subject to the rights of holders of Preferred Stock
  issued by the Company, if any, to share ratably in all assets remaining
  available for distribution to them after payment of all prior legal obligations
  of the Company.
  
          The holders of Common Stock, as such, have no conversion, preemptive or
  other subscription rights and there are no redemption provisions applicable to 
  the Common Stock.  All the outstanding shares of Common Stock are, and the 
  shares of Common Stock to be issued on conversion of the Debentures offered 
  hereby will be, validly issued, fully paid and nonassessable.
  
          The Common Stock does not have cumulative voting rights which means that
  the holders of more than 50% of the Common Stock voting for the election of
  directors can elect 100% of the directors of the Company if they choose to do
  so.  The Bylaws of the Company require that only a majority of the issued and
  outstanding shares of the Company be represented to constitute a quorum and
  transact business at a stockholders meeting.
  
  Preferred Stock
  
          The holders of Preferred Stock are entitled to two votes for each share
  held of record.  The holders of the Preferred Stock are entitled to receive a
  12% annual dividend to be paid quarterly.  In the event of a liquidation,
  partial return of capital or dissolution of the Company, the holders of the
  Preferred Stock are entitled to receive proceeds up to the amount of the par
  value of the Preferred Stock.
  
          The Company may, upon 15 days notice, redeem any or all of the Preferred
  Stock outstanding, by paying the full par value and any accrued 12% dividend
  legally due.  The Company may subsequently reissue Preferred Stock from the
  treasury as deemed appropriate by the Board of Directors.
  
          At any time after issuance of any Preferred Stock, the holders of record
  of the first 150 shares of Preferred Stock issued by the Company may elect to
  convert the such shares of Preferred Stock into 66,600 shares of Common Stock in
  exchange for each share of 150 shares of Preferred Stock surrendered to the
  Company.
  
          The holders of the Preferred Stock have no preemptive or other
  subscription rights.  To date, no Preferred Stock is outstanding, and the
  Company has no current plans to issue any Preferred Stock.
  
  Item 5. Interests of Named Experts and Counsel.
  
          The validity of the Common Stock offered hereby has been verified for
  the Company by Anania, Bandklayder & Blackwell, Attorneys at Law. The Company
  will rely as to all matters of Florida law on Anania, Bandklayder & Blackwell.
  
  
                                        -3-
  
  <PAGE>   4
  
  Item 6. Indemnification of Directors and Officers.
  
          Florida Statute Section 607.0850 permits the following indemnification;
  
          (1)     A corporation shall have power to indemnify any person who was
  or is a party to any proceeding (other than an action by, or in the right of,
  the corporation), by reason of the fact that he is or was a director, officer,
  employee, or agent of the corporation or is or was serving at the request of the
  corporation as a director, officer, employee, or agent of another corporation,
  partnership, joint venture, trust or other enterprise against liability incurred
  in connection with such proceeding, including any appeal thereof, if he acted in
  good faith and in a manner he reasonably believed to be in, or not opposed to,
  the best interests of the corporation and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
  termination of any proceeding by judgment, order, settlement, or conviction or
  upon a plea of nolo contendere or its equivalent shall not, of itself, create a
  presumption that the person did not act in good faith and in a manner which he
  reasonably believed to be in, or not opposed to, the best interests of the
  corporation or, with respect to any criminal action or proceeding, had
  reasonable cause to believe that his conduct was unlawful.
  
          (2)     A corporation shall have power to indemnify any person, who was
  or is a party to any proceeding by or in the right of the corporation to procure
  a judgment in its favor by reason of the fact that he is or was a director,
  officer, the corporation as a director, officer, employee, or agent of another
  corporation, partnership, joint venture, trust, or other enterprise, against
  expenses and amounts paid in settlement not exceeding in the judgment of the
  board of directors, the estimated expense of litigating the proceeding to
  conclusion, actually and reasonably incurred in connection with the defense or
  settlement of such proceeding, including an appeal thereof.  Such
  indemnification shall be authorized if such person acted in good faith and in a
  manner he reasonably believed to be in or not opposed to, the best interests of
  the corporation, except that no indemnification shall be made under this
  subsection in respect of any claim, issue, or matter as to which such person
  shall have been adjudged to be liable unless, and only to the extent that, the
  court  in which such proceeding was brought, or any other court of competent
  jurisdiction, shall determine upon application that, despite the adjudication of
  liability but in view of all circumstances of the case, such person is fairly
  and reasonably entitled to indemnity for such expenses which such court shall
  deem proper.
  
          (3)     To the extent that a director, officer, employee, or agent or a
  corporation has been successful on the merits or otherwise in defense of any
  proceeding referred to in subsection (1) or subsection (2), or in defense of any
  claim, issue or matter therein, he shall be indemnified against expenses
  actually and reasonably incurred by him in connection therewith.
  
          (4)     Any indemnification under subsection (1) or subsection (2),
  unless pursuant to a determination by a court, shall be made by the corporation
  only as authorized in the specific case upon a determination that
  indemnification of the director, officer, employee, or agent is proper in the
  circumstances because he has met the applicable standard of conduct set forth in
  subsection (1) or subsection (2).
  
  
                                        -4-
  
  <PAGE>   5
  
          (5)     Evaluation of the reasonableness of expenses and authorization
  of indemnification shall be made in the same manner as the determination that
  indemnification is permissible.
  
          (6)     Expenses incurred by an officer or director in defending a civil
  or criminal proceeding may be paid by the corporation in advance of the final
  disposition of such proceeding upon receipt of an undertaking by or on behalf of
  such director or officer to repay such amount if he is ultimately found not to
  be entitled to indemnification by the corporation pursuant to this section.
  Expenses incurred by other employees and agent may be paid in advance upon such
  terms or conditions that the board of directors deems appropriate.
  
          (7)     The indemnification and advancement of expenses provided
  pursuant to this section are not exclusive, and a corporation may make any other
  or further indemnification or advancement of expenses of any of its directors,
  officers, employees, or agents, under any bylaw, agreement, vote of shareholders
  or disinterested director, or otherwise, both as to action in his official
  capacity and as to action in another capacity while holding such office.
  However, indemnification or advancement of expenses shall not be made to or on
  behalf of any director, officer, employee, or agent if a judgment or other final
  adjudication establishes that his actions or omissions to act, were material to
  the cause of action so adjudicated.
  
          (8)     A corporation shall have power to purchase and maintain
  insurance on behalf of any person who is or was a director, officer, employee,
  or agent of the corporation or is or was serving at the request of the
  corporation as a director, officer or employee or agent of another corporation,
  partnership, joint venture, trust, or other enterprise against any liability
  asserted against him and incurred by him in any such capacity or arising out of
  his status as such, whether or not the corporation would have the power to
  indemnify him against such liability.
  
          In addition, the Companys Bylaws provide that the Board of Directors and
  employees, individually and collectively, shall be covered on any liability
  claims not covered by insurance policies and any future amounts falling within
  the deductible portion of any future policy(s), and for any deductible portion
  of any insurance policy and also on any other claim for which there is no
  insurance coverage.  Therefore, under and through the self-insurance program, or
  by direct coverage or payment, the additional interest of all employees and the
  Board of Directors of the Company, while acting in the scope of their duties
  while performing or failing to perform any and all acts within or required by
  such duty, is hereby assumed by the Company, which will include all legal and
  defense costs and all settlements and court awards that the employees and/or
  Board of Directors may be subject to for any act or claim that would be
  constituted as a breach of a duty imposed on them or otherwise, or for any act
  they perform in furtherance of the Companys business and functions.  This
  indemnity includes all damages, including those not covered because of any
  deductible provision under any insurance policy.
  
  Item 7. Exemption for Registration Claimed.
  
          Not applicable.
  
  
  
                                        -5-
  
  <PAGE>   6
  
  Item 8. Exhibits.
  
  EXHIBITS                                DESCRIPTION
  --------                                -----------
     5.1          Opinion of Anania, Bandklayder & Blackwell, counsel to the
                  Registrant, as to the legality of the Common Stock being
                  offered.
    23.1          Consent of Angel E. Lana, P.A., independent auditor.
    23.2          Consent of Anania, Bandklayder & Blackwell  (incorporated in 
                  Exhibit 5.1).
    24            Power of Attorney (Included on page 8 of this registration
                  statement).
  
  Item 9. Undertakings.
  
       (a) The undersigned Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                  (i)     To include any prospectus required by section10(a)(3) of
          the Act;
  
                  (ii)    To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the estimated
          maximum offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in the
          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement;
  
                  (iii)   To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the registration
          statement;
  
                  Provided, however, that paragraphs(a)(1)(i) and (a)(1)(ii) do
          not apply if the registration statement is on FormS-3 or FormS-8, and
          the information required to be included in a post- effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section13 or section15(d) of the Act that are
          incorporated by reference in the registration statement.
  
          (2)   That, for the purpose of determining any liability under the Act,
  each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
                                        -6-
  
  <PAGE>   7
  
          (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
      (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Act, each filing of the registrants annual
  report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plans annual report
  pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
  in the registration statement shall be deemed to be a new registration statement
  related to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
      (c) Insofar as indemnification for liabilities arising under the Act may be
  permitted to directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the registrant has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is
  therefore, unenforceable.  In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
  
  
  
  
  
                                        -7-
  
  <PAGE>   8
  
                                     SIGNATURES
  
          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
  REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
  OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
  STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
  AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS, ON THE 27TH DAY OF DECEMBER,
  1996.
  
                                           One Up Corporation
  
  
  
                                           By: /s/  MICHAEL E. URA
                                              --------------------------------
                                               MICHAEL E. URA
                                               Vice President
  
  
                                 POWER OF ATTORNEY
  
          EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS
  RICHARD G. DEWS, MICHAEL E. URA AND H. WAYNE SANDERSON, AND EACH AND ANY OF
  THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER
  OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER IN HIS OR HER NAME, PLACE AND
  STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING
  POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME,
  WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
  SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN- FACT AND
  AGENTS, AND EACH AND ANY OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM
  EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
  PREMISES, AS FULLY AS TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO
  IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
  AGENTS OR ALL OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
  DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.
  
          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATES INDICATED.
  
  
  
  
  
                                        -8-
  
  <PAGE>   9
  
          SIGNATURE                      TITLE                      DATE
                                                             
   /s/ RICHARD G. DEWS                                         December 27, 1996
  -------------------------                                   -------------------
       RICHARD G. DEWS         President, Chief Executive
                               Officer and Director             
                               (Principal Executive Officer)    
                                                             
                                                             
   /s/ H. WAYNE SANDERSON                                      December 27, 1996
  -------------------------                                   -------------------
       H. WAYNE SANDERSON       Vice President, Secretary
                                and Director                      
                                (Principal Financial and         
                                Accounting Officer)              
                                                             
  
  
  
  
  
  
  
  
  
  
                                        -9-
  
  
  <PAGE>   10
  
                                       INDEX TO EXHIBITS
                                       -----------------
  
  EXHIBIT
  NUMBER                                  DESCRIPTION
  --------                                -----------
  
     5.1           Opinion of Anania, Bandklayder & Blackwell 
  
    23.1           Consent of Angel E. Lana, P.A., Independent Auditor
  
  
  
  
  
  
                                       -10-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23298}]
metadata_filer: {"company-data": {"conformed-name": "ONE UP CORP", "cik": "0000850599", "assigned-sic": "2721", "irs-number": "650125664", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18905", "film-number": "96687161"}, "business-address": {"street1": "5 CAMPUS CIRCLE", "street2": "SUITE1 00", "city": "WESTLAKE", "state": "TX", "zip": "76262", "phone": "7189654172"}, "mail-address": {"street1": "5 CAMPUS CIRCLE", "street2": "SUITE 100", "city": "WESTLAKE", "state": "TX", "zip": "76262"}, "former-company": {"former-conformed-name": "NEW YORK ACQUISITIONS INC", "date-changed": "19940808"}}
text: 1
  
                         Securities and Exchange Commission
                               Washington, D.C. 20549
                                      FORM S-8
              REGISTRATION STATEMENT UNDER  THE SECURITIES ACT OF 1933
  
                                 ONE UP CORPORATION
               (Exact name of registrant as specified in its charter)
  
                 FLORIDA                               65-0125664
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)
  
             5 CAMPUS CIRCLE                              76262
               SUITE 100                                (Zip Code)
             WESTLAKE, TEXAS
  (Address of principal executive offices)
  
                  ONE UP CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                   MICHAEL E. URA
                                  5 CAMPUS CIRCLE
                                     SUITE 100
                               WESTLAKE, TEXAS 76262
                      (Name and address of agent for service)
  
                                   (817) 264-9500
                      (Telephone number, including area code,
                               of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ===========================================================================================================
                                                                         Proposed
                                              Proposed Maximum            Maximum
  Title of Securities       Amount To Be       Offering Price            Aggregate              Amount of
   To Be Registered          Registered        Per Share (1)        Offering Price(1) (2)    Registration Fee
  -----------------------------------------------------------------------------------------------------------
  No par value per share    400,000 Shares       $0.5625               $400,000                 $122.00
                            (3)
  ===========================================================================================================
  (1)     Calculated on the basis of the average of the bid and asked price of the
          Registrants Common Stock on December 23, 1996, as reported by the NASDAQ
          OTC Bulletin Board.
  (2)     Estimated solely for the purpose of computing the registration fee
          pursuant to Rule 457(c) and Rule 457(h)(1).
  (3)     Issuable in connection with securities available for grant under the
          plan.
  2
  
                                      PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
          The documents constituting PartI of this Registration Statement will be
  sent or given to employees and directors of One Up Corporation ("One Up" or the
  "Company"), as specified by Rule428(b)(1) promulgated under the Securities Act
  of 1933, as amended (the "Act").
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
          The following documents heretofore filed by the Company with the
  Commission are incorporated herein by reference:
  
          1. Annual Report on Form10-KSB for the year ended December31, 1995, 
  filed on July 8, 1996.
  
          2. Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996,
  filed on July 15, 1996.
  
          3. Quarterly Report on Form 10-QSB for the quarter ended June 30, 1996,
  filed on October 30, 1996.
  
          4. Quarterly Report on Form 10-QSB for the quarter ended September 30,
  1996, filed on November 14, 1996.
  
          5. Current Reports on Forms 8-K filed on November 27, 1996, December 11,
  1996, and December 27, 1996.
  
         In addition, all documents subsequently filed by the Company pursuant to
  Sections13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
  "Exchange Act"), prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, shall be deemed incorporated by reference in
  this Prospectus and to be a part hereof from the date of filing of such
  documents.
  
  Item 4. Description of Securities.
  
  Common Stock
  
          The holders of Common Stock are entitled to one vote for each share held
  of record on all matters on which the holders of Common Stock are entitled to
  vote.  After the 12% dividend rate is paid on the Preferred Stock, the holders
  of Common Stock shall be entitled  to share equally on
  
                                        -2-
  3
  
  a per share basis in dividends when, as and if declared by the Board of
  Directors out of funds legally available therefor.  In the event of liquidation,
  partial return of capital or dissolution of the Company, the holders of the
  Common Stock are entitled, subject to the rights of holders of Preferred Stock
  issued by the Company, if any, to share ratably in all assets remaining
  available for distribution to them after payment of all prior legal obligations
  of the Company.
  
          The holders of Common Stock, as such, have no conversion, preemptive or
  other subscription rights and there are no redemption provisions applicable to 
  the Common Stock.  All the outstanding shares of Common Stock are, and the 
  shares of Common Stock to be issued on conversion of the Debentures offered 
  hereby will be, validly issued, fully paid and nonassessable.
  
          The Common Stock does not have cumulative voting rights which means that
  the holders of more than 50% of the Common Stock voting for the election of
  directors can elect 100% of the directors of the Company if they choose to do
  so.  The Bylaws of the Company require that only a majority of the issued and
  outstanding shares of the Company be represented to constitute a quorum and
  transact business at a stockholders meeting.
  
  Preferred Stock
  
          The holders of Preferred Stock are entitled to two votes for each share
  held of record.  The holders of the Preferred Stock are entitled to receive a
  12% annual dividend to be paid quarterly.  In the event of a liquidation,
  partial return of capital or dissolution of the Company, the holders of the
  Preferred Stock are entitled to receive proceeds up to the amount of the par
  value of the Preferred Stock.
  
          The Company may, upon 15 days notice, redeem any or all of the Preferred
  Stock outstanding, by paying the full par value and any accrued 12% dividend
  legally due.  The Company may subsequently reissue Preferred Stock from the
  treasury as deemed appropriate by the Board of Directors.
  
          At any time after issuance of any Preferred Stock, the holders of record
  of the first 150 shares of Preferred Stock issued by the Company may elect to
  convert the such shares of Preferred Stock into 66,600 shares of Common Stock in
  exchange for each share of 150 shares of Preferred Stock surrendered to the
  Company.
  
          The holders of the Preferred Stock have no preemptive or other
  subscription rights.  To date, no Preferred Stock is outstanding, and the
  Company has no current plans to issue any Preferred Stock.
  
  Item 5. Interests of Named Experts and Counsel.
  
          The validity of the Common Stock offered hereby has been verified for
  the Company by Anania, Bandklayder & Blackwell, Attorneys at Law. The Company
  will rely as to all matters of Florida law on Anania, Bandklayder & Blackwell.
  
                                        -3-
  4
  
  Item 6. Indemnification of Directors and Officers.
  
          Florida Statute Section 607.0850 permits the following indemnification;
  
          (1)     A corporation shall have power to indemnify any person who was
  or is a party to any proceeding (other than an action by, or in the right of,
  the corporation), by reason of the fact that he is or was a director, officer,
  employee, or agent of the corporation or is or was serving at the request of the
  corporation as a director, officer, employee, or agent of another corporation,
  partnership, joint venture, trust or other enterprise against liability incurred
  in connection with such proceeding, including any appeal thereof, if he acted in
  good faith and in a manner he reasonably believed to be in, or not opposed to,
  the best interests of the corporation and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
  termination of any proceeding by judgment, order, settlement, or conviction or
  upon a plea of nolo contendere or its equivalent shall not, of itself, create a
  presumption that the person did not act in good faith and in a manner which he
  reasonably believed to be in, or not opposed to, the best interests of the
  corporation or, with respect to any criminal action or proceeding, had
  reasonable cause to believe that his conduct was unlawful.
  
          (2)     A corporation shall have power to indemnify any person, who was
  or is a party to any proceeding by or in the right of the corporation to procure
  a judgment in its favor by reason of the fact that he is or was a director,
  officer, the corporation as a director, officer, employee, or agent of another
  corporation, partnership, joint venture, trust, or other enterprise, against
  expenses and amounts paid in settlement not exceeding in the judgment of the
  board of directors, the estimated expense of litigating the proceeding to
  conclusion, actually and reasonably incurred in connection with the defense or
  settlement of such proceeding, including an appeal thereof.  Such
  indemnification shall be authorized if such person acted in good faith and in a
  manner he reasonably believed to be in or not opposed to, the best interests of
  the corporation, except that no indemnification shall be made under this
  subsection in respect of any claim, issue, or matter as to which such person
  shall have been adjudged to be liable unless, and only to the extent that, the
  court  in which such proceeding was brought, or any other court of competent
  jurisdiction, shall determine upon application that, despite the adjudication of
  liability but in view of all circumstances of the case, such person is fairly
  and reasonably entitled to indemnity for such expenses which such court shall
  deem proper.
  
          (3)     To the extent that a director, officer, employee, or agent or a
  corporation has been successful on the merits or otherwise in defense of any
  proceeding referred to in subsection (1) or subsection (2), or in defense of any
  claim, issue or matter therein, he shall be indemnified against expenses
  actually and reasonably incurred by him in connection therewith.
  
          (4)     Any indemnification under subsection (1) or subsection (2),
  unless pursuant to a determination by a court, shall be made by the corporation
  only as authorized in the specific case upon a determination that
  indemnification of the director, officer, employee, or agent is proper in the
  circumstances because he has met the applicable standard of conduct set forth in
  subsection (1) or subsection (2).
  
                                        -4-
  5
  
          (5)     Evaluation of the reasonableness of expenses and authorization
  of indemnification shall be made in the same manner as the determination that
  indemnification is permissible.
  
          (6)     Expenses incurred by an officer or director in defending a civil
  or criminal proceeding may be paid by the corporation in advance of the final
  disposition of such proceeding upon receipt of an undertaking by or on behalf of
  such director or officer to repay such amount if he is ultimately found not to
  be entitled to indemnification by the corporation pursuant to this section.
  Expenses incurred by other employees and agent may be paid in advance upon such
  terms or conditions that the board of directors deems appropriate.
  
          (7)     The indemnification and advancement of expenses provided
  pursuant to this section are not exclusive, and a corporation may make any other
  or further indemnification or advancement of expenses of any of its directors,
  officers, employees, or agents, under any bylaw, agreement, vote of shareholders
  or disinterested director, or otherwise, both as to action in his official
  capacity and as to action in another capacity while holding such office.
  However, indemnification or advancement of expenses shall not be made to or on
  behalf of any director, officer, employee, or agent if a judgment or other final
  adjudication establishes that his actions or omissions to act, were material to
  the cause of action so adjudicated.
  
          (8)     A corporation shall have power to purchase and maintain
  insurance on behalf of any person who is or was a director, officer, employee,
  or agent of the corporation or is or was serving at the request of the
  corporation as a director, officer or employee or agent of another corporation,
  partnership, joint venture, trust, or other enterprise against any liability
  asserted against him and incurred by him in any such capacity or arising out of
  his status as such, whether or not the corporation would have the power to
  indemnify him against such liability.
  
          In addition, the Companys Bylaws provide that the Board of Directors and
  employees, individually and collectively, shall be covered on any liability
  claims not covered by insurance policies and any future amounts falling within
  the deductible portion of any future policy(s), and for any deductible portion
  of any insurance policy and also on any other claim for which there is no
  insurance coverage.  Therefore, under and through the self-insurance program, or
  by direct coverage or payment, the additional interest of all employees and the
  Board of Directors of the Company, while acting in the scope of their duties
  while performing or failing to perform any and all acts within or required by
  such duty, is hereby assumed by the Company, which will include all legal and
  defense costs and all settlements and court awards that the employees and/or
  Board of Directors may be subject to for any act or claim that would be
  constituted as a breach of a duty imposed on them or otherwise, or for any act
  they perform in furtherance of the Companys business and functions.  This
  indemnity includes all damages, including those not covered because of any
  deductible provision under any insurance policy.
  
  Item 7. Exemption for Registration Claimed.
  
          Not applicable.
  
                                        -5-
  6
  
  Item 8. Exhibits.
  
  EXHIBITS                                DESCRIPTION
  --------                                -----------
     5.1          Opinion of Anania, Bandklayder & Blackwell, counsel to the
                  Registrant, as to the legality of the Common Stock being
                  offered.
    23.1          Consent of Angel E. Lana, P.A., independent auditor.
    23.2          Consent of Anania, Bandklayder & Blackwell  (incorporated in 
                  Exhibit 5.1).
    24            Power of Attorney (Included on page 8 of this registration
                  statement).
  
  Item 9. Undertakings.
  
       (a) The undersigned Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this registration statement:
  
                  (i)     To include any prospectus required by section10(a)(3) of
          the Act;
  
                  (ii)    To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the estimated
          maximum offering range may be reflected in the form of prospectus filed
          with the Commission pursuant to Rule424(b) if, in the aggregate, the
          changes in volume and price represent no more than a 20% change in the
          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement;
  
                  (iii)   To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the registration
          statement;
  
                  Provided, however, that paragraphs(a)(1)(i) and (a)(1)(ii) do
          not apply if the registration statement is on FormS-3 or FormS-8, and
          the information required to be included in a post- effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section13 or section15(d) of the Act that are
          incorporated by reference in the registration statement.
  
          (2)   That, for the purpose of determining any liability under the Act,
  each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
                                        -6-
  7
  
          (3)     To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
      (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Act, each filing of the registrants annual
  report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plans annual report
  pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
  in the registration statement shall be deemed to be a new registration statement
  related to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
      (c) Insofar as indemnification for liabilities arising under the Act may be
  permitted to directors, officers and controlling persons of the registrant
  pursuant to the foregoing provisions, or otherwise, the registrant has been
  advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Act and is
  therefore, unenforceable.  In the event that a claim for indemnification against
  such liabilities (other than the payment by the registrant of expenses incurred
  or paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                        -7-
  8
  
                                     SIGNATURES
  
          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
  REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
  OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
  STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
  AUTHORIZED, IN THE CITY OF DALLAS, STATE OF TEXAS, ON THE 27TH DAY OF DECEMBER,
  1996.
  
                                           One Up Corporation
  
                                           By: /s/  MICHAEL E. URA
                                              --------------------------------
                                               MICHAEL E. URA
                                               Vice President
  
                                 POWER OF ATTORNEY
  
          EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS
  RICHARD G. DEWS, MICHAEL E. URA AND H. WAYNE SANDERSON, AND EACH AND ANY OF
  THEM, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER
  OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER IN HIS OR HER NAME, PLACE AND
  STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING
  POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME,
  WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
  SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN- FACT AND
  AGENTS, AND EACH AND ANY OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM
  EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
  PREMISES, AS FULLY AS TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO
  IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
  AGENTS OR ALL OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY
  DO OR CAUSE TO BE DONE BY VIRTUE THEREOF.
  
          PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
  CAPACITIES AND ON THE DATES INDICATED.
  
                                        -8-
  9
  
          SIGNATURE                      TITLE                      DATE
                                                             
   /s/ RICHARD G. DEWS                                         December 27, 1996
  -------------------------                                   -------------------
       RICHARD G. DEWS         President, Chief Executive
                               Officer and Director             
                               (Principal Executive Officer)    
                                                             
                                                             
   /s/ H. WAYNE SANDERSON                                      December 27, 1996
  -------------------------                                   -------------------
       H. WAYNE SANDERSON       Vice President, Secretary
                                and Director                      
                                (Principal Financial and         
                                Accounting Officer)              
                                                             
  
                                        -9-
  10
  
                                       INDEX TO EXHIBITS
                                       -----------------
  
  EXHIBIT
  NUMBER                                  DESCRIPTION
  --------                                -----------
  
     5.1           Opinion of Anania, Bandklayder & Blackwell 
  
    23.1           Consent of Angel E. Lana, P.A., Independent Auditor
  
                                       -10-