Utah Resources International Inc – ‘10KSB’ for 12/31/98 – EX-3.6

As of:  Thursday, 4/15/99   ·   For:  12/31/98   ·   Accession #:  96313-99-74   ·   File #:  0-09791

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       42    241K 
 2: EX-3.6      Articles of Incorporation/Organization or By-Laws      2     11K 
 3: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-3.6   —   Articles of Incorporation/Organization or By-Laws

EX-3.6
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ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
UTAH RESOURCES INTERNATIONAL, INC.

To the Secretary of State:                                                      

         Pursuant  to the  provisions  of the  Utah  Business  Corporation  Act,
Section 16-10a-1003,  the undersigned  corporation hereby amends its Articles of
Incorporation, and for that purpose submits the following statement:            

    (1) The name of the corporation is:  Utah Resources International,
Inc.;                                                 

(2) The text of each amendment adopted is:                    

         The Articles of  Incorporation  of Utah Resources  International,  Inc.
(the "Company"),  are hereby amended as follows. Article Fourth of the Company's
Articles of Incorporation is hereby deleted and replaced with the following:    

                  FOURTH.  That  the  total  authorized  capital  stock  of this
                  corporation  is  Five  Hundred  Thousand  Dollars   ($500,000)
                  divided into 5,000 shares of the common  capital  stock with a
                  par  value  of  One   Hundred   Dollars   ($100)   per  share.
                  Shareholders  shall  have  no  preemptive  rights  to  acquire
additional shares of this corporation.      

         (3)      The   manner   (if  not  set  forth  in  the   amendment)   of
                  implementation   of   any   exchange,   reclassification,   or
cancellation of issued shares is as follows:

         Immediately prior to the filing of the Articles of Amendment, the total
  number of shares of all classes of stock which the  Company has  authority  to
  issue is  5,000,000  shares of  common,  $.10 par value per share  stock  (the
  "Common Stock").  As of 4:30 p.m., on the date of the filing of this Amendment
  with the  Secretary  of State of Utah (the  "Filing  Date"),  and  subject  to
  majority approval by the Company's shareholders,  each 1,000 shares of common,
  $.10 par value per share stock then  outstanding  shall be converted  into one
  share of common  $100.00 par value per share  stock of the  Company  (the "New
  Stock"),  with  shareholders  holding fewer than 1,000 shares or any increment
  thereof (the "Fractional  Shareholders")  being given the option to either (A)
  receive cash in lieu of fractional  shares of stock,  or (B) purchase from the
  Company  that  portion  of  fractional  shares of the Common  Stock  needed to
  increase  their  share  holdings to the next one whole share of New Stock (the
  "Reverse  Split").  The  Company  will then have  5,000  authorized  shares of
  common,  $100.00 par value per share stock.  The Reverse  Split is designed to
  result in reducing the number of the Company's  shareholders to less than 300,
  so that the Company will no longer be required to be an SEC-reporting company.
  These  Articles of Amendment  will not effect a change in the amount of stated
capital in the Company.                                                     

EX-3.6
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         Fractional  Shareholders who do not elect to round up their holdings at
  least ten days prior to March 16, 1999 (the "Effective  Date") will have their
  fractional  shares  automatically  converted into the right to receive cash in
  lieu of the fractional  shares of New Stock otherwise  issuable to such holder
at $3.35 per share.                                                         

         Fractional  shareholders  who do elect to  round up their  holdings  to
  aggregate  one whole  share of New Stock at least ten days  prior to March 16,
  1999 will, on the Annual Meeting Date,  have their then whole shares of Common
Stock automatically converted into shares of New Stock.                     

         Holders of record of 1,000 or more  shares of Common  Stock on February
  5, 1999 (the  "Record  Date") will have their shares  automatically  converted
  after the Reverse Split into the number of whole and fractional  shares of New
  Stock equal to the number of shares of Common  Stock  outstanding  and held by
them on the Record Date, prior to the Effective Date divided by 1,000.      

(4)       Amendment's Adoption:                               

         The Company's  Board approved the Amendment on January 22, 1997,  which
action was ratified by the unanimous  written  consent of the Board of Directors
on December 21, 1998 and the Shareholders approved the Amendment at their Annual
Meeting on Monday, March 8, 1999, to be effective immediately.                  

         There are 2,522,808  issued shares of the Company's  stock. Of this, at
least  1,649,852  or  65.3%  was  voted in favor  of the  Amendment,  which  was
sufficient for its approval.                                                    

Dated as of March 8, 1999                                                       

                        UTAH RESOURCES INTERNATIONAL, INC.

/s/       
                              ----------------------------------------
                                   John Fife, CEO, CFO and Chairman of the Board

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
Filed on:		4/15/99
		3/16/99		2
		3/8/99		2
		2/5/99		2
For Period End:		12/31/98							4,  5,  5/A,  NT 10-K,  NT 10-K/A
		12/21/98		2
		1/22/97		2
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