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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
UTAH RESOURCES INTERNATIONAL, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
917518 102
(CUSIP Number)
MARK TECHNOLOGIES CORPORATION
ONE SANSOME STREET, SUITE 1900,
SAN FRANCISCO, CA 94104
(415) 984-3137
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 20, 1996
(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 [ ].
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.
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1) Name of Reporting Person: Mark Technologies Corporation
Federal Tax ID No. 94-2807471
2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
3) SEC Use Only...................
4) Source of Funds - AF.
5) Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ].
6) Citizenship or Place of Organization - California.
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power - 326,310.
(8) Shared Voting Power - None.
(9) Sole Dispositive Power - 326,310.
(10)Shared Dispositive Power - None.
11) Aggregate Amount Beneficially Owned by Each Reporting Person - 326,310
shares.
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ].
13) Percent of Class Represented by Amount in Row (11) - 17.6%**.
14) Type of Reporting Person - CO.
**Note: Based on information contained in list of shareholders of the
Issuer prepared by First Security Bank of Utah N.A. dated
February 12, 1996. Status of certain shares of common stock
issued by Issuer in June, 1995 is not discernable, and a change
in the issued status of such shares may result in an increase in
the percentage figure shown.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to common stock of Utah Resources International,
Inc. ("URI" or the "Company"), whose principal executive offices are located
at 297 W. Hilton Drive, Suite #4, St. George, Utah 84770.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Mark Technologies Corporation, a
California corporation ("MTC"), whose business address is One Sansome Street,
Suite 1900, San Francisco, CA 94104. MTC's principal businesses are real
property and alternative energy development. MTC is a wholly-owned
subsidiary of METC, Inc., a California corporation, whose controlling
shareholder and member of the Board of Directors is Mark G. Jones, who is
also the President of MTC. Neither MTC, nor METC, Inc., nor its officers and
directors, during the last five years, have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). Further,
no such party during the last five years, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
no such party as a result of such proceeding was or is 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. Mark G. Jones is presently a member
of the Board of Directors of the Company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 20, 1996, MTC acquired 125,000 shares of the common stock of the
Company from Morgan Family Charitable Trust, a Utah entity. A promissory
note was issued to Morgan Family Charitable Trust by MTC in the principal
amount of $375,000 ($3.00 per share) as consideration of the transfer of the
125,000 shares of URI common stock to MTC. The promissory note is secured by
certain project revenues otherwise payable to a wholly-owned subsidiary of
METC, Inc.
ITEM 4. PURPOSE OF TRANSACTION.
MTC previously acquired shares of the Company from Morgan Gas & Oil Co.,
a Utah corporation. The purposes of MTC's acquisition of shares of common
stock of the Company are investment, enhancement of shareholder value, and to
attempt to cause modification of the business practices of the Company within
the guidelines of a 1993 Settlement Agreement entered into between the
Company and certain shareholders, including:
1. Rescission of or modification to the terms of the purported share
exchange transaction between the Company and the Midwest Railroad
Construction and Maintenance Corporation;
2. Amendment of the Company's Articles of Incorporation to require
shareholder approval of any transaction in which an officer, director or
control person has an interest similar to a director's conflicting interest
as that term is defined in the Utah Revised Business Corporation Act;
3. Engagement of new counsel and amendment of the Company's Bylaws to
prohibit counsel from serving on the Company's board of directors or as an
officer of the Company.
4. Amendment of the Company's Articles of Incorporation to modify
certain provisions regarding indemnification of directors of the Company;
5. Amendment of the Company's Bylaws to require the Company to submit
for shareholder approval persons who would act as certain significant
officers of the Company;
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6. Amendment of the Company's Articles of Incorporation to provide that
no more than one director will also serve in the capacity of an officer or as
a paid employee of the Company;
7. Amendment of the Company's Articles of Incorporation to require
shareholder approval of any transaction which is not in the Company's
ordinary course of business and which involves the expenditure of the
Company's funds in excess of $50,000 or the issuance of securities valued in
excess of $50,000;
8. Amendment of the Company's Articles of Incorporation to require
shareholder approval on an annual basis of a one-year business plan;
9. Engagement by the Company of outside counsel, auditors and other
professionals to evaluate past conduct of the Company, its officers and
directors;
10. Requiring that all Company directors who have, within the past 36
months, entered into or attempted to enter into transactions which would
constitute a conflicting interest under the Utah Revised Business Corporation
Act to resign; and
11. Requiring that all officers who have, in the past 36 months, entered
into transactions which would have constituted a director's conflicting
interest under provisions of the Utah Revised Business Corporation Act to
resign.
12. Negotiation for settlement of existing shareholder derivative
litigation involving the Company, including the voluntary reorganization of
the Board of Directors of the Company, the potential sale of assets of the
Company to fund a stock repurchase program by the Company and the appointment
of new legal counsel for the Company.
13. Negotiation for modifications to or recission of a purported stock
purchase arrangement with Inter-Mountain Capital Corp. and its President, Mr.
John Fife.
It is noted that Mr. John H. Morgan, Jr. is a shareholder of both the
Company and Morgan Gas & Oil Co. and that certain affiliates of John H.
Morgan, Jr. are shareholders of both the Company and Morgan Gas & Oil Co.,
including his daughter Anne Morgan who is a shareholder of the Company and
Morgan Gas & Oil Co. and is also the Trustee of Morgan Family Charitable
Trust.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained on the cover pages of this Schedule set forth
the aggregate number and percentage of the class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 and the
number of shares as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition. There have been no transactions in the class of securities
reported on that were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by the persons named in
response to paragraph (a).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the relationships described in Item 2 above, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person
with respect to any securities of the issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
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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.
Date: April 29, 1996
Mark Technologies Corporation,
a California corporation
/s/ Mark G. Jones
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By: Mark G. Jones
Title: President
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