URANIUM POWER CORP
SC 13D, 2000-03-09
MISCELLANEOUS METAL ORES
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                                  UNITED STAES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                          (Amendment No.____________)*


                           Uranium Power Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                         Common Stock, $.001 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   917022105
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


             Theresa M. Mehringer, Esq., c/o Smith McCullough, P.C.
     4643 S. Ulster Street, Suite 900, Denver, Colorado 80237 (303) 221-6000
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                    12/13/99
- --------------------------------------------------------------------------------
                      (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  that is the subject of this  Schedule  13D, and is filing this
schedule because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-1(a) for other
parties to whom copies are to be sent.

*The  remainder  of this cover page shall be filed 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 the
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).

                        (Continued on following page(s))



<PAGE>

CUSIP No. 917022105


   1   NAMES OF REPORTING PERSONS
       I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)

       Mark T. Smith
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                             (a)  [  ]
                                                             (b)  [  ]

- --------------------------------------------------------------------------------
   3   SEC USE ONLY


- --------------------------------------------------------------------------------
   4   SOURCE OF FUNDS (See Instructions)

       PF
- --------------------------------------------------------------------------------
   5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
       ITEMS 2(d) OR 2(e)  [  ]


- --------------------------------------------------------------------------------
   6   CITIZENSHIP OR PLACE OF ORGANIZATION

       United States
- --------------------------------------------------------------------------------
   NUMBER OF      7    SOLE VOTING POWER
     SHARES            600,000
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      8    SHARED VOTING POWER
      EACH                   0
   REPORTING      --------------------------------------------------------------
     PERSON       9    SOLE DISPOSITIVE POWER
      WITH             600,000
                  --------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER
                             0
                  --------------------------------------------------------------
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       600,000
- --------------------------------------------------------------------------------
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
       (See Instructions)   [  ]


- --------------------------------------------------------------------------------
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       8.7%
- --------------------------------------------------------------------------------
  14   TYPE OF REPORTING PERSON (See Instructions)

       IN
- --------------------------------------------------------------------------------

                                       2
<PAGE>


Item 1.   Security and Issuer

               Common Stock, $.001 par value per share
               Uranium Power Corporation
               206 - 475 Howe Street
               Vancouver, British Columbia
               Canada  V6C  2B3

Item 2.   Identity and Background

          (a)  The Reporting Person is Mark T. Smith

          (b)  The residence address of the Reporting Person is:

               5090 Warwick Terrace
               Pittsburgh, PA 15213

          (c)  The principal occupation of the Reporting Person is:

               Pharmaceutical Company President

               The principal business address of the Reporting Person's employer
               is:

               Oakwood Laboratories LLC
               7670 First Place
               Oakwood, OH 44146

          (d)  During the last five  years,  the  Reporting  Person has not been
               convicted in a criminal proceeding  (excluding traffic violations
               or similar misdemeanors).

          (e)  During the last five years,  the Reporting  Person has not been a
               party to a civil proceeding of a judicial or administrative  body
               of  competent  jurisdiction  as a result of which  the  Reporting
               Person was or is subject to a  judgement,  decree or final  order
               enjoining  future  violations  of, or  prohibiting  or  mandating
               activities  subject  to,  federal  or  state  securities  laws or
               finding any violations with respect to such laws.

Item 3.   Source and Amount of Funds or Other Consideration

               The Reporting  Person acquired  600,000 shares of the Issuer from
               the Issuer in a private placement on December 8, 1999. The source
               of the funds for the purchase was personal funds.



                                       3

<PAGE>


Item 4    Purpose of Transaction

               The  Reporting  Person  acquired  the  Issuer's   securities  for
               investment  purposes.  The Reporting  Person has no plans at this
               time to acquire additional shares of the Issuer, or to dispose of
               shares of the Issuer.

Item 5    Interest in the Securities of the Issuer

          (a)  The Reporting  Person directly owns 600,000 shares,  resulting in
               beneficial  ownership by the Reporting  Person of an aggregate of
               600,000 shares,  representing  approximately 8.7% of the Issuer's
               outstanding common stock as of March 3, 2000.

          (b)  The Reporting Person has the sole power to vote,  direct the vote
               of,  dispose of and direct the  disposition  of 600,000 shares of
               common stock.

          (c)  No  transactions  in the Issuer's common stock have been effected
               in the last 60 days by the reporting Person.

          (d)  No  other  person  has  rights  with  respect  to the  securities
               beneficially owned by the Reporting Person.

          (e)  Not Applicable.

Item 6    Contracts,  Arrangements, Understandings or Relationships with Respect
          to the Securities of the Issuer.

               None

Item 7.   Material 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.

Dated:   March 3, 2000



                                           /s/ Mark T. Smith
                                           -------------------------------------
                                           Mark T. Smith






                                       4


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