Utah Resources International Inc – ‘10KSB/A’ for 12/13/95

As of:  Wednesday, 11/12/97   ·   For:  12/13/95   ·   Accession #:  950137-97-3702   ·   File #:  0-09791

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Amendment to Annual Report — Small Business   —   Form 10-KSB
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Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment to Annual Report -- Small Business          84    372K 
 2: EX-27       Financial Data Schedule                                1      7K 

10KSB/A   —   Amendment to Annual Report — Small Business
Document Table of Contents

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AMENDMENT NO. 2 TO  
FORM 10-KSB 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL REPORT 

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]

For the Fiscal Year Ended 
DECEMBER 31, 1995 

Commission file number        
                      ------

UTAH RESOURCES INTERNATIONAL, INC.
(Name of small business issuer in its charter)

  Utah                                    87-0273519
  ----                                    ----------
       (State of Incorporation)             (I.R.S. Employer Identification No.)

297 W. Hilton Drive, Suite #4 
St. George, Utah 84770
----------------------
(Address of principal executive offices including zip code) 

Issuer's telephone number:  (801) 628-8080
                            --------------

Securities registered pursuant to Section 12(b) of the Act:  None 

Securities registered pursuant to Section 12(g) of the Act: 

Title of Class
--------------
Common Stock
Par Value $.10 Per Share

        Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12   
months (or for such shorter period that the registrant was required to file     
such reports), and (2) has been subject to such filing requirements for the     
past 90 days.                                                                   
(1)     Yes      No  X                                        
---     ---                           

(2)     Yes  X   No                                           
---     ---                           

  Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be         
contained, to the best of registrant's knowledge,                               

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in definitive proxy or information statements incorporated by reference in Part 
III of this Form 10-KSB or any amendments of this Form 10-KSB.  [  ]            

     Issuer's revenues for its most recent 1995 Fiscal Year was $787,369
(excluding any revenues from Midwest which have been classified as discontinued 
operations).                                                                    

       The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, based on the    
last sales transaction which occurred December 9, 1996 at approximately $.875   
per share, is $795,403.13.                                                      

      The number of shares of Common Stock, $.10 par value, outstanding on
October 8, 1996 was 2,522,808 shares.                                           

DOCUMENTS INCORPORATED BY REFERENCE 

PART OF FORM 10-KSB                      DOCUMENT             
-------------------                      --------             

PART I                             None       

PART II                            None       

PART III                                      
                  Item 13 - Exhibits and        Exhibits as specified in
                Reports on Form 8-K           Item 13 of this Report

       Attached as amendment number 2 to this Form 10-KSB, is: (1) a revised
text of the Form 10-KSB; (2) revised financial statements; and (3) the          
inclusion of the Financial Data Schedule, which was the subject of amendment    
number 1 to this Form 10-KSB.  The first two revisions were made pursuant to    
comments from the SEC.  Specifically, revisions were made to "ITEM 6            
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS" to explain the      
reasons that the Company sold a 50.5% controlling interest in the July 3, 1996  
transaction.  Revisions were also made to "ITEM 6 MANAGEMENT'S DISCUSSION AND   
ANALYSIS OR PLAN OF OPERATIONS": (i) to discuss how the $3.35 per share         
valuation was determined and whether or not that was fair value; (ii) if the    
$3.35 was fair value, describe the basis for the conclusion that the $3.35 was  
fair value and include disclosure of the value assigned to real estate held for 
sale and to the royalty interests.  Finally, revisions were made to the 1994    
and 1995 INDEPENDENT AUDITORS' REPORTS (pages F-1 and F-18 respectively) to     
identify the auditor, to reflect the signatures on such reports and the city    
and state where such reports were issued.                                       

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PART I

ITEM 1.        DESCRIPTION OF BUSINESS.                       

(a)     BUSINESS DEVELOPMENT.                                 

FORM AND YEAR OF ORGANIZATION                                                   

       Utah Resources International, Inc. ("URI" or the "Company") is a Utah
corporation, organized in 1966 as Utah Industrial, Inc.  It was renamed Utah    
Resources International, Inc. in 1969.  The Company's executive offices are     
located at 297 W. Hilton Drive, Suite #4, St. George, Utah 84770.               

STOCK PURCHASE AGREEMENT - JULY 3, 1996                                         

    Subsequent to the period covered by this report, on April 5, 1996,
Inter-Mountain Capital Corporation, a Delaware corporation wholly owned by John 
Fife ("IMCC"), entered into a Letter of Intent with the Company (the "Letter of 
Intent"), whereby IMCC agreed, if certain conditions were met, to purchase a    
51% interest in the Company at a purchase price of $3.35 per share.  One of the 
conditions for consummating the transaction contemplated by the Letter of       
Intent was the spinoff of Midwest Railroad Construction and Maintenance         
Corporation ("Midwest").  Pursuant to the Letter of Intent, IMCC agreed to pay  
10% of the purchase price at closing with the remaining 90% owing to be         
evidenced by a five year promissory note.  The Letter of Intent also provided   
that the Company grant IMCC a ten year option to purchase an additional 150,000 
or more shares of URI's stock, so that IMCC, at all times would have the right  
to own a 51% interest in the Company.  The Letter of Intent also provided that  
subsequent to the closing and subject to financing and other conditions, the    
Company would cause either a:  (i) 12,500 to 1 share reverse split of the       
Company's stock, at $3.35 per share, with fractional shareholders given the     
option to round-up and maintain their shareholder status; or (ii) tender offer  
for its shares at $3.35 per share subject to certain payment options.  Under    
the   terms of the Letter of Intent, the Company agreed to indemnify IMCC and   
its shareholders and directors from and against any liability to the Company's  
shareholders, officers and/or directors arising out of IMCC's negotiation,      
execution and/or consummation of the Letter of Intent, the Stock Purchase       
Agreement and the transactions contemplated by the Letter of Intent.            
Furthermore, IMCC agreed to take all actions necessary to cause the Company to  
honor the Company's obligations to indemnify its officers and directors to the  
fullest extent permitted by law, including, but not limited to, the advancement 
of their legal fees and costs in connection with all present and future         
litigation involving them in their capacities as officers and directors of the  
Company.  The Company entered into the Letter of Intent on April 5, 1996.  On   
April 16, 1996, IMCC filed its Schedule 13D informing the company's             
shareholders of its intent to engage in the two step transaction consisting of  
the acquisition of a majority interest and conducting a reverse stock split or  
a tender offer.  It also gave notice of IMCC's intent to cause a class of       
securities of the Company to be delisted from a national securities exchange or 
cause a class of securities to cease to be authorized to be quoted  in an       
inter-dealer quotation system of a registered national securities  association, 
pursuant to Section 12(g)(4) of the Securities Exchange Act of  1934. In order  
to obtain a copy of the Letter of Intent and for a more  detailed description   
of the terms of the Letter of Intent, see Schedule 13D filed by IMCC with the   
SEC on April 16, 1996.  The Company entered into the  Letter of Intent over the 
objections of Mark Jones and Jenny Morgan, being two directors of the Company.  

   On May 17, 1996, Mark G. Jones, a shareholder and director of the
Company and controlling shareholder of Mark Technologies Corporation, brought a 
shareholders derivative suit captioned as MARK TECHNOLOGIES CORP., ET AL. V.    
UTAH RESOURCES INTERNATIONAL, INC. ET AL., which was filed as Civil No.         
96-090-3332CV in the Third Judicial Court of Salt Lake County, Utah (the        
"Second State Action") against the Company, E. Jay Sheen, R. Dee Erickson and   
Lyle Hurd, directors of the Company and IMCC. Mark G. Jones, a director of the  
Company, is the controlling shareholder of Mark Technologies Corporation.  The  
Second State Action, included, among other things, a request for the issuance   
of a temporary restraining order and injunction against the transactions        
contemplated in the Letter of Intent.                                           

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    On or about June 26, 1996, the Company entered into two settlement
agreements.  The first settlement agreement was by and among the Company, John  
H. Morgan, Daisy R. Morgan, IMCC, John Fife, Robinson & Sheen, L.L.C., R. Dee   
Erickson, Lyle D. Hurd, and E. Jay Sheen (the "Morgan Settlement Agreement"),   
whereby certain disputes among the parties were resolved and settled and the    
parties agreed to use their best efforts to terminate the 1993 Settlement       
Agreement.  A copy of the Morgan Settlement Agreement is attached as Exhibit    
10.37.  The "1993 Settlement Agreement" was the result of the settlement of a   
shareholders' derivative action captioned as ERNEST MUTH, ET AL. V. JOHN H.     
MORGAN, JR. ET AL., which was filed as Civil Number C-87-1632 in the Third      
Judicial District Court of Salt Lake County, Utah (the "First State Action"),   
where plaintiffs therein alleged, among other things, that the officers and     
directors of the Company committed various breaches of their fiduciary duties   
to the Company.  A settlement agreement in the First State Action was entered   
on April 6, 1993 (the "1993 Settlement Agreement").  On or about July 21, 1995, 
attorneys for the Company on behalf of the Company filed an action against John 
H. Morgan and Daisy R.  Morgan, directors of the Company, to enforce the 1993   
Settlement Agreement in the First State Action which resulted in certain        
findings of fact and conclusions of law and an order enforcing the 1993         
Settlement Agreement entered by Judge Michael R. Murphy on October 4, 1995 (the 
"Murphy Order").  The Murphy Order was appealed by John H. Morgan, Jr. and      
Daisy R. Morgan and cross-appealed by the Company.  An Order to Show Cause was  
subsequently filed in the First State Action on behalf of the Company by        
attorneys for the Company against John H. Morgan, Jr., Daisy R.  Morgan, and    
Mark G. Jones and others (the "Order to Show Cause").  The second settlement    
agreement was by and among the Company, R. Dee Erickson, E. Jay Sheen, Lyle D.  
Hurd, Mark G. Jones, Mark Technologies Corporation, Anne Morgan, Victoria       
Morgan, IMCC, John Fife and Robinson & Sheen, L.L.C. (the "1996 Settlement      
Agreement), whereby the parties, among other things, agreed to dismiss the      
Second State Action and to use their best efforts to terminate the 1993         
Settlement Agreement and to settle certain other litigation.  A copy of the     
1996 Settlement Agreement is attached as Exhibit 10.38.  For a more detailed    
description of the Company's legal proceedings, see "Item 3. Legal              
Proceedings," and copies of the Morgan Settlement Agreement and the 1996        
Settlement Agreement which are attached hereto as Exhibits 10.37 and 10.38      
respectively.  In addition, the 1996 Settlement Agreement amended certain       
provisions of the Letter of Intent including, the elimination of the option     
that IMCC would cause the Company to initiate a tender offer for its shares and 
the reduction in the reverse split from 12,500 shares to 1 to 1,000 shares to 1 
and an increase in the IMCC payment at closing from 10% of the purchase price   
to 15%. On or about August 9, 1996, a Motion to Intervene was filed by          
shareholders Jenny T. Morgan, Gerard E. Morgan, John C. Morgan (together the    
"Objectors").  On August 23, 1996, the court denied the Objector's petition.    
The 1996 Settlement Agreement and the Morgan Settlement were approved by the    
Third Judicial District Court of Salt Lake County, West Valley Department of    
Utah, on or about August 23, 1996.  The First Federal Action and the Second     
State Action were dismissed with prejudice on August 28, 1996.  The Order to    
Show Cause was dismissed with prejudice and the 1993 Settlement Agreement was   
terminated on August 29, 1996.                                                  

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On July 3, 1996, pursuant to the Letter of Intent and the 1996
Settlement Agreement, the Company and IMCC entered into a Stock Purchase        
Agreement (the "Stock Purchase Agreement"), whereby the Company issued and sold 
1,275,912 shares (the "Purchased Shares") of its common, $.10 par value per     
share stock (the "Common Stock") to IMCC, so that IMCC owned a 50.5% interest   
in the Company.  IMCC acquired the Purchased Shares at a price equal to $3.35   
per share for an aggregate purchase price of $4,274,305.20 (the "Purchase       
Price"), of which $641,145.78 was paid in cash by IMCC to the Company at the    
closing.  The remaining portion of the purchase price of $3,633,159.42 was      
evidenced by IMCC's promissory note (the "Note").  The Note bears interest at a 
rate equal to the short-term applicable federal rate published by the Internal  
Revenue Service in effect at the time of closing, and is adjusted on each       
anniversary of the Note to the applicable short-term federal rate in effect on  
such anniversary date.  Interest on the Note is to be paid currently in arrears 
on each anniversary of the Note.  At the closing, IMCC paid $197,872.52 to the  
Company, which amount represented the present value first year of interest due  
under the Note.  The principal and any unpaid interest accrued under the Note   
is due and payable August 1, 2001.  The Note is secured by the Purchased Shares 
as evidenced by a stock pledge agreement, dated as of July 3, 1996, by and      
between IMCC and the Company (the "Stock Pledge Agreement").  Pursuant to a     
separate written guaranty agreement, John Fife personally guaranteed payment of 
25% of all amounts due under the Note from to time.  For a more detailed        
description of the Stock Purchase Agreement, see Form 8-K filed by the Company  
on July 19, 1996, and to review a copy of the Stock Purchase Agreement, see     
Schedule 13D-A filed by IMCC on September 9, 1996.                              

      As required by the Stock Purchase Agreement, E. Jay Sheen and R. Dee
Erickson, submitted their resignations as directors of the Company, effective   
July 13, 1996.  As further required by the Stock Purchase Agreement, John Fife  
was appointed a director of the Company.  David Fife, the brother of John Fife, 
was also appointed a director of the Company.  John Fife and David Fife were    
appointed as directors of the Company as part of the Muth Group pursuant to the 
1993 Settlement Agreement, effective July 13, 1996.  As required by the Stock   
Purchase Agreement, John Fife was elected President and Chief Executive Officer 
of the Company in July, 1996 pursuant to a 3-0 vote of the Board (Mark G. Jones 
and Jenny Morgan were not present for the vote).  John Fife also serves as      
Chairman of the Board of the Company pursuant to a 3-2 vote of the Board.       

      The Stock Purchase Agreement contemplated that subject to applicable
state and federal securities and state corporate law, the Company would cause a 
1,000 to 1 share reverse split of the Company's stock to the shareholders of    
record at $3.35 per share, with fractional shareholders given the option to     
either purchase additional fractional shares to round up to one whole share     
following the reverse split or sell their fractional shares for cash to the     
Company.  IMCC was granted a ten year option to purchase 150,000 or more        
additional shares of stock at a purchase price equal to $3.35 per share and on  
the same terms and conditions as those provided under the Stock Purchase        
Agreement, so that after the reverse split IMCC may maintain its 50.5% majority 
interest in the Company.  Subsequent to the reverse split and subject to        
applicable state and federal securities and state corporate law, any Company    
shares redeemed by the Company pursuant to the reverse split (the "Returned     
Shares") may be acquired by the remaining shareholders, other than IMCC or its  
affiliates, in increments of 1,000 shares (the                                  

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"Returned Share Option"), at a purchase price equal to the pre-reverse-split    
price of $3.35 per share (the "Returned Share Purchase Price").  Only those     
shares for which the Company has received a fully and properly executed letter  
of transmittal, accompanied by the required documents, will qualify as Returned 
Shares for the purposes of this Returned Share Option.  Such Common Stock shall 
be purchased in blocks of 1,000 shares of Common Stock such that each purchase  
of a 1,000 share block of Common Stock shall be converted into one (1) share of 
common $100.00 par value per share stock of the Company (the "New Stock").  In  
the event the Returned Share Option is over-subscribed, then each of the        
exercising shareholders may purchase the Returned Shares on a pro-rata basis    
(as determined by the number of shares held by each of the exercising           
shareholders as of the record date less those shares held by IMCC), but in no   
event in less than 1,000 share blocks.  In the event of such over-subscription, 
each qualified shareholder could elect to purchase that percentage of Returned  
Shares equal to x/(y-z) where "x" equals the number of New Stock shares owned   
by the qualified shareholder wishing to purchase the Returned Shares, "y"       
equals the total number of issued shares of New Stock, and "z" equals the       
number of issued shares of New Stock owned by IMCC.  Twenty-five percent (25%)  
of the Returned Share Purchase Price shall be payable in cash upon exercise,    
with the remaining balance of $2.51 per share being evidenced by a note (the    
"Returned Share Note"), payable in three (3) years.  Subject to applicable      
Internal Revenue Service rules, the Returned Share Note shall bear simple       
interest at the short term applicable federal rate as stated in June, 1996,     
which interest shall be payable annually in arrears.  Payment of the Returned   
Share Note will be secured by a pledge of the Returned Shares purchased, as     
converted into share(s) of New Stock, pursuant to a stock pledge agreement to   
be provided by the Company.  Exercising shareholders purchasing Returned Shares 
shall be required to apply any dividends, distributions or other payments made  
to the shareholder of the Company on the Returned Shares/New Stock to payment   
of the unpaid balance of the Returned Share Note.  Returned Shares, as          
converted into New Stock, purchased by an exercising shareholder shall be fully 
votable in accordance with the terms of the Company's organizational documents  
and other agreements binding the Company for so long as the exercising          
shareholder is not in default under the pledge agreement or the Returned Share  
Note.                                                                           

       As a result of the reverse split, the Company is expected to become a
non-reporting company.  A company with assets of over $5 million becomes a      
"reporting company" when its shareholders number 500 or more.  To thereafter be 
allowed to become a "non-reporting company" and cease reporting to the          
Securities and Exchange Commission, the number of shareholders must decline to  
less than 300.  Of the approximately 558 shareholders, approximately 479        
shareholders of record own fewer than 1,000 shares, leaving approximately 79    
shareholders post reverse-split if none of these shareholders exercise their    
option to round up.                                                             

       In addition to the contractual requirement that a reverse stock split
occur, as provided for in the Stock Purchase Agreement, the Company's senior    
management and its Board of Directors have assessed the advantages and          
disadvantages of the Company's status as a "reporting company" under the        
Exchange Act.  First, such reporting is very costly.  Furthermore, a majority   
of the Board of Directors does not believe that being a "reporting              

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company" has given the Company any significant advantage the Company would not  
otherwise have had as a "non-SEC reporting company."  The Company's             
registration with the SEC has not improved flexibility for current or future    
financing of corporate expansion through the building of a broader equity base, 
nor has it made the valuation of shares of the Common Stock significantly       
easier (since no active market exists for the sale of stock which is reflective 
of the Company's operations and earnings potential).  Finally, such             
registration has not resulted in the development of an active public market for 
the Common Stock and thus has not provided substantially increased liquidity    
for shareholders who desire to sell their Common Stock.  For a more detailed    
description of the history of the Stock Purchase Agreement see "ITEM 3 LEGAL    
PROCEEDINGS," Schedule 13D/A filed September 9, 1996, Form 8-K filed July 19,   
1996, and Schedule 13D filed April 16, 1996.                                    

SHARE EXCHANGE AGREEMENT                                                        

   On June 13, 1995, the Company consummated the exchange of 590,000
shares of its common stock, representing approximately 33% of the total issued  
and outstanding shares of the Company's common stock following the transaction, 
in return for receipt of all of the issued and outstanding stock of Midwest     
Railroad Construction and Maintenance Corporation ("Midwest") pursuant to a     
Plan of Share Exchange and Share Exchange Agreement, dated February 16, 1995 by 
and among the Company, Midwest, Robert D. Wolff ("RD Wolff") and Judith J.      
Wolff ("JJ Wolff") (the "Share Exchange Agreement").  The Share Exchange        
Agreement was approved by a 3-2 vote of the Board.  Directors John H. Morgan,   
Jr. and Daisy R. Morgan voted against the Share Exchange Agreement.  All of     
the common stock of Midwest was owned by RD Wolff and JJ Wolff.  The Share      
Exchange Agreement was accomplished as a tax free reorganization pursuant to    
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the      
"Code").  Midwest, headquartered in Salt Lake City, Utah, is in the railroad    
construction and maintenance business, operating out of five regional offices   
located in Utah, Wyoming, Colorado, Nebraska and New Mexico.  Midwest also      
provides railroad engineering, surveying, bridge and structural maintenance,    
grade crossing and in-plant switching services.  Pursuant to the terms of the   
Share Exchange Agreement, the Company agreed to:  (i) indemnify Midwest and the 
Wolffs from any liability to the Company's shareholders, its officers or        
directors, whether brought directly by the person or in a derivative capacity   
arising from Midwest's or the Wolffs' negotiation, execution, or consummation   
of the Share Exchange Agreement; (ii) execute a three year employment agreement 
between RD Wolff and the Company, whereby RD Wolff would act as the President   
of Midwest; (iii) apply for a listing of its stock on the NASDAQ; and (iv) lend 
Midwest, in the form of a line of credit, a sum not to exceed $250,000, with    
the first draw available after February 15, 1995, evidenced by a promissory     
note in standard form, bearing an interest rate of 1% over the posted prime     
lending rate at First Security Bank of Utah, N.A., as of February 15, 1995, and 
adjusted each three months thereafter.  Prior to closing of the Share Exchange  
Agreement, Midwest borrowed a total of $100,000 against the line of credit.     
Pursuant to the terms and conditions of the Share Exchange Agreement, the line  
of credit from the Company became subordinate to Midwest's existing credit line 
of $350,000.  The line of credit was secured by the assets and equipment of     
Midwest.  The Company entered into an employment agreement with RD Wolff, dated 
as of June 13, 1995 (the "Wolff Employment                                      

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Agreement"), and an operating agreement between Midwest and RD Wolff, dated as  
of June 13, 1995 (the "Operating Agreement").  Pursuant to the Wolff Employment 
Agreement, RD Wolff was to serve as CEO of the Company and Midwest, and RD      
Wolff was to receive $125,000 per year in compensation during the term of the   
Wolff Employment Agreement.  Furthermore, during the first five quarters of the 
Wolff Employment Agreement, beginning July 1, 1995, RD Wolff was to receive     
$25,000 in additional compensation per quarter.  In addition to his base        
salary, RD Wolff was to receive an annual bonus computed on the after tax net   
earnings of Midwest, as follows:  (a) 5% of the first $200,000 in net earnings  
of Midwest, (b) 7% of the net $200,000, and (c) 10% of all amounts over the     
first $400,000 in net earnings of Midwest.  RD Wolff was also entitled to       
participate in the Company's health and benefit plans.  Pursuant to the terms   
of the Operating Agreement and for services performed in connection with the    
consummation of the Share Exchange Agreement, the Company paid to each of R.    
Dee Erickson and E. Jay Sheen, both of whom were directors of the Company at    
the time of the execution of the Share Exchange Agreement, as compensation,     
38,000 shares each of the Company's Common Stock and $104,000 in cash.  For a   
more detailed description of the Share Exchange Agreement, the Wolff Employment 
Agreement and the Operating Agreement and for copies of the above listed        
agreements see Form 8-K filed on behalf of the Company on July 20, 1995.        

On July 18, 1995, Anne Morgan and Victoria Morgan, at the time
shareholders of the Company and the adult daughters of John H. Morgan, Jr. ("JH 
Morgan") and Daisy R. Morgan ("DR Morgan"), both former directors and           
shareholders of the Company, filed a shareholders derivative action against R.  
Dee Erickson ("Erickson"), E. Jay Sheen ("Sheen"), Lyle D. Hurd ("Hurd")        
(Messrs. Erickson, Sheen and Hurd were three of the five directors of the       
Company at the time the suit was filed, with JH Morgan and DR Morgan being the  
remaining two directors), the Company, Midwest, RD Wolff and JJ Wolff, in the   
United States District Court for the Central District of Utah, Case Number      
2:95CV 661J, captioned as ANNE MORGAN ET AL. V. R. DEE ERICKSON, ET AL. (the    
"First Federal Action").  The complainants alleged, among other things that the 
defendants had violated proxy solicitation rules, violated disclosure rules     
under the Exchange Act of 1934, breached their fiduciary duties to the          
Company's shareholders, breached professional duties, committed fraud, wasted   
and looted the Company's assets, converted Company property, engaged in         
self-dealing, mismanaged the Company and breached their duty of loyalty.  The   
complaint sought, among other things, the rescission of the Share Exchange      
Agreement.                                                                      

The terms of the Letter of Intent between IMCC and the Company
required that the Company rescind the Share Exchange Agreement.  For the        
foregoing reason, Midwest and the Company entered into a Splitoff Agreement,    
dated as of April 25, 1996 (the "Splitoff Agreement"), whereby the Share        
Exchange Agreement was rescinded.  A copy of the Splitoff Agreement is attached 
hereto as Exhibit 10.36.  Pursuant to the terms of the Splitoff Agreement, URI  
transferred all of the outstanding shares of Midwest stock held by the Company  
to the Wolffs in exchange for the 590,000 shares of URI stock then held by the  
Wolffs which transfer was accomplished tax free in accordance with Section 355  
of the Code.  Furthermore, the Share Exchange Agreement, the Wolff Employment   
Agreement and the Operating Agreement were cancelled.  RD Wolff ceased to be    
the President of URI.  Midwest received a net intercompany                      

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transfer of approximately $316,974.17 through March 31, 1996, which Midwest     
retained.  Furthermore, the parties to the Splitoff Agreement agreed that in    
the event intercompany transfers for the period from July 1, 1995 through March 
31, 1996 were:  (i) less than $316,974.17, then URI would pay Midwest the       
difference; or (ii) more than $316,974.17, then Midwest would pay URI the       
difference.                                                                     

     Pursuant to the Splitoff Agreement, URI agreed to indemnify Midwest
and the Wolffs and their respective agents, employees, attorneys, officers,     
directors and assigns from any and all claims, causes of action, liabilities,   
damages, costs, expenses and attorneys' fees arising from or relating in any    
way to URI or the Share Exchange Agreement.  This indemnification provision     
would not apply to acts of fraud, gross negligence or willful misconduct by RD  
Wolff.  The Wolffs and Midwest agreed to indemnify URI and its respective       
agents, employees, attorneys, officers, directors, successors and assigns from  
any and all claims, causes of action, liabilities and damages arising from or   
relating in any way to the Splitoff Agreement, which indemnification obligation 
is limited to $312,000.  Within 30 days from the date of execution of the       
Splitoff Agreement, the Company's accountants are to calculate the federal,     
state and local income taxes attributable to Midwest's business operations      
(excluding any impact of salary payable or paid to RD Wolff or any intercompany 
charges to the Company for rent, overhead and administrative expenses) for the  
period commencing June 1, 1995 and terminating on December 31, 1995.  Such      
taxes are to be determined on the basis as if the Company and Midwest were not  
filing a consolidated tax return for the same period or part thereof (whether   
or not a consolidated return is filed).  The amount of such taxes is to be      
considered an intercompany receivable between the Company and Midwest.          
Pursuant to the terms of the Splitoff Agreement, Midwest agreed to pay such     
tax amount to the Company in 12 installments.  Simultaneous with the execution  
of the Splitoff Agreement, Midwest paid the Company the sum of $10,000 as an    
initial tax payment.  The balance due the Company is to be paid in 11           
additional equal monthly installments, each such installment due on the first   
day of each month until all 11 installments have been paid in full.             
The first of the 11 monthly installments is due and payable on the first day of 
the month following the determination of the taxes owed by Midwest to the       
Company.  The taxes to be paid have not yet been determined.                    

(b)     BUSINESS OF COMPANY.                                  

       URI is a real property development corporation.  The Company directly
owns approximately 394 acres of undeveloped land in St. George, Utah, 353 acres 
of which are developable on which it conducts its real property development     
business, primarily through its wholly-owned subsidiary, Tonaquint, Inc.        
("Tonaquint").  Most of the land is near the Southgate golf course.  URI also   
has interests in partnerships that own and are developing other real property   
in St. George.  The Company receives revenues from its ownership of overriding  
royalty interests in producing oil and gas leases in Utah and Wyoming, dating   
from the Company's historic business of acquiring and selling oil, gas and      
mineral leases.                                                                 

   The Company's undeveloped real property is adjacent to Interstate
Highway 15, a major traffic route from Salt Lake City to Las Vegas and Southern 
California.  URI's real estate                                                  

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development activities in recent years have concentrated on subdividing and     
selling improved lots for residential construction, as the financial condition  
of the Company and the St. George, Utah real estate market have permitted.  The 
Company's lands include premium priced hillside view lots, as well as           
lower-priced lots.  In addition, the Company pursues commercial real estate     
development of some of its undeveloped real property.                           

   On June 13, 1995, the Company consummated the exchange of 590,000
shares of its common stock, representing approximately 33% of the total issued  
and outstanding shares of the Company's common stock, for all of the issued and 
outstanding stock of Midwest Railroad Construction and Maintenance Corporation  
("Midwest") pursuant to a Plan of Share Exchange and Share Exchange Agreement,  
dated February 16, 1995 by and among the Company, Midwest, Robert D. Wolff ("RD 
Wolff") and Judith J. Wolff ("JJ Wolff") (the "Share Exchange Agreement").  All 
of the common stock of Midwest was owned by RD Wolff and JJ Wolff.  The Share   
Exchange Agreement was accomplished as a tax free reorganization pursuant to    
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.          
Midwest, headquartered in Salt Lake City, Utah, is in the railroad construction 
and maintenance business, operating out of five regional offices located in     
Utah, Wyoming, Colorado, Nebraska and New Mexico.  Midwest also provides        
railroad engineering, surveying, bridge and structural maintenance, grade       
crossing and in-plant switching services.  Through the remainder of 1995 and    
through April 25, 1996, Midwest and URI conducted the above activities.  On     
April 25, 1996, Midwest and URI entered into a Splitoff Agreement, whereby,     
among other things, the Share Exchange Agreement was rescinded.  For 1995       
reporting purposes, Midwest's operations are classified as discontinued         
operations, with a net income of approximately $93,000 from operations and a    
net loss on disposal of discontinued items of approximately $684,000 to the     
Company.  For a more detailed description of Midwest and the Splitoff Agreement 
see, "ITEM 3 LEGAL PROCEEDINGS."                                                

REAL PROPERTY DEVELOPMENT ACTIVITIES                                            
     In 1995, the Company sold a total of three (3) improved residential
building lots in its Southgate Hills Phase II subdivision, generating $145,000  
in gross revenues.  Three (3) residential lots remained in inventory at year    
end, 1995 and one lot remains in inventory as of this filing in 1997.  The      
Company sold its one/half interest in a one and one/half acre parcel of golf    
course commercial property through the partnership of Southgate Resort located  
on Tonaquint Drive, for $171,098.  In 1994, the Company sold a total of 17      
improved residential building lots in its Southgate Hills Phase II subdivision  
generating approximately $800,000 in gross revenues.  In mid-1993 the City of   
St. George began condemnation proceedings against 8.45 acres of real property   
owned by Tonaquint, Inc., located directly south of the St. George airport.     
The City needed the property to accommodate runway expansion at the airport.    
The matter was settled in early 1994.  The City paid Tonaquint $135,000 for the 
acreage, which the Company accepted under threat of condemnation (Section 1033  
of the Internal Revenue Code of 1986, as amended).                              

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      In July of 1992, Tonaquint executed a Sale and Option Agreement with
Kay H. Traveler (the "Sale and Option Agreement"), pursuant to which Tonaquint  
was to sell 14 acres to Mr. Traveler, for a total purchase price of $350,000    
($25,000 per acre), and grant Mr. Traveler an option to acquire an additional   
40 acres at option exercise prices ranging from $20,000 to $50,000 per acre,    
exercisable over five years, so long as minimum option exercises occurred each  
year.  Mr. Traveler's inspection of the 14 acres disclosed adverse soil         
conditions, resulting in the execution of an Addendum to the Sale and Option    
Agreement by the parties in March of 1993.  Mr. Traveler was granted an option  
to acquire a total of 56 acres at prices ranging from $22,000 to $50,000 per    
acre.  The Kay Traveler Sale and Option Agreement resulted in 1995 sales of     
3.48 acres for the sum of $152,137.  From July 1992 through December 31, 1995,  
Kay Traveler exercised his option for a cumulative total of 30.57 of the 75.98  
acres available, for the sum of $836,206.  Approximately 45.41 acres remain     
under option to Mr. Traveler.                                                   

   During the latter half of 1994, the Company began its development
efforts for Southgate Phase III, consisting of a total of 37 acres of land      
above the Southgate golf course, suitable for view-lot residential              
construction.  The land to be developed is on the hillside directly to the      
south of the Southgate golf course and directly to the west of Interstate 15.   
The sloping topography of the land requires that the Hillside Ordinance         
Committee of the St. George Planning and Zoning Commission approve the          
Company's planned development of the acreage.  The Company is seeking approval  
for development of all 37 acres for a total of 79 lots.  This approval has      
taken longer than originally anticipated, due in part to the restrictions of    
the hillside ordinance and the increasing political pressure to restrict real   
estate development generally in St. George, which has resulted in an increasing 
regulatory burden on real estate development.  Approval is expected no earlier  
than the first quarter of 1997.  Thereafter, the Company anticipates, upon      
Board approval, excavating, building roads, bringing utilities to the property, 
constructing curbs and gutters, and selling the improved lots.                  

        Beginning in late 1994, the Company began planning for the development
of its Southgate Valley subdivision, 125 lots on 32 acres of the Company's      
property located west of the Southgate golf course.  The Company received       
approval from the St. George Planning and Zoning Commission for development of  
the property.  The Company is considering alternative development opportunities 
from residential to commercial, based upon zoning requirements and market need. 

REAL PROPERTY DEVELOPMENT INDUSTRY OVERVIEW, GOVERNMENT REGULATION, AND         
COMPETITION                                                                     

     The real estate development industry in general and the residential
real estate development industry in particular is a high risk industry, subject 
to changes in general economic conditions, fluctuating interest rates, and      
changing demand for the types of developments being considered.  Volatility in  
local and regional land use demands, as well as changing supply and demand for  
the specific uses for which the real property is being developed are also       
factors in assessing the relative risks of the business.  The demand for        
residential real estate development is particularly sensitive to changing       
interest rates and shifting demographics.  Both of these                        

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factors affecting the demand for residential housing are highly unpredictable   
over both the short and long-term.                                              

  Real estate development is a government regulated industry.  The
regulation of real estate development is often carried out in an unpredictable  
fashion, reflective of both political and rational considerations.  Regulation  
is carried on by municipal, county, state and federal agencies, but municipal   
and county governments have the greatest regulatory impact.  St. George City,   
in which URI operates, has been adopting increasingly restrictive regulations   
associated with development activities, including the adoption of more          
restrictive building codes and ordinances, greater emphasis on land use         
planning, pressure to increase the number of low density resident developments, 
and heightened public concern aimed at limiting development as a means to       
control growth.  Development in some areas close to the Company's lands may be  
limited by governmental environmental protection activities.  Government        
regulation can have an effect on the viability of real estate development by    
the Company.                                                                    

        The real property development industry is highly competitive.  Several
development companies with interests in St. George have longer operating        
histories, greater financial strength and more experience in the industry than  
does the Company.  The Company's development activities historically have       
represented less than 5% of total real estate development activity in the area  
in and around St. George, and, in management's view, that percentage is likely  
to decrease in the near term given the increase in overall development          
activities in the area.  The perceived strength of the St. George real estate   
market has recently attracted many more developers to the area, increasing the  
competition for the Company.  The Company has very little debt, which has       
served it well in being able to weather the ups and downs in the St. George     
real estate market.  Management believes that the Company's positive equity to  
debt ratio could provide the Company with increased liquidity through improved  
borrowing capabilities.                                                         

PARTNERSHIPS                                                                    

TONAQUINT-INDIAN HILLS LIMITED PARTNERSHIP                    

All but approximately $15,500 of the remaining assets of      
Tonaquint-Indian Hills Limited Partnership, which constructed 26 condominium    
townhomes on 4 acres of land in the late 1980's, were distributed in 1993.  The 
Company plans to dissolve the partnership in 1997 and distribute its remaining  
assets.  The Tonaquint-Indian Hills Limited Partnership has been inactive       
through 1995.                                                                   

SERVICE STATION PARTNERSHIP                                   

       The Company, effective April 30, 1993, discontinued operations of the
Partnership other than the environmental remediation described below, and the   
operations up to that date are included in discontinued operations on the       
Company's financial statements.  The Company, together with Tonaquint, owned as 
of December 31, 1995, partnership interests representing an approximate 79%     
interest in the Service Station Limited Partnership #2, a Utah limited          

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partnership organized to build and operate a service station/mini-grocery store 
adjacent to the St. George Hilton Inn in St. George, Utah.  In a transaction    
coincident with the sale of the St. George Hilton Inn, the partnership entered  
into a put/call option contract with St. George Inn, L.C., dated May 21, 1993.  
Under the terms of the option contract, St. George Inn, L.C. granted the        
partnership a one-year put option to require St. George Inn, L.C. to purchase   
the service station for $200,000 in cash, subject only to the requirement that  
the partnership complete the environmental clean-up of the site prior to        
exercising the option and a simultaneous call option granting St. George Inn,   
L.C. a two year option to purchase the site for $200,000 in cash whether or not 
the environmental remediation has occurred.  The clean-up had not been          
completed by May 15, 1994, when the partnership's put option expired.  Further, 
the environmental remediation had not been completed by May 15, 1995 when the   
two year option to St. George, L.C. had expired.  St. George Inn, L.C. has      
claimed that the option was extended by the partnership and that the            
partnership has not completed its remediation operations.  Negotiations are     
ongoing with St. George Inn, L.C. to resolve this matter.                       

    In 1989, the partnership replaced its gasoline underground storage
tanks, which the partnership was informed had been leaking.  From November of   
1992 through the end of 1995, the partnership has spent $164,578 on efforts to  
remediate the soil contamination by gasoline and other hydrocarbons which is    
alleged to have occurred from operation of the service station.  The Company    
has hired consultants and engineers and is following their recommendations to   
remediate the property as required by Utah law and regulations.  Recently, the  
Company received notice from St. George Inn, L.C. that it intends to develop    
its property located adjacent to the service station property along with a      
demand that the partnership accelerate clean-up efforts on the property owned   
by St. George Inn, L.C.  Negotiations to settle the matter with St. George Inn, 
L.C. are continuing.                                                            

    The Company leased the service station property to St. George Inn,
L.C., for a term of two years, commencing June 24, 1993, for the sum of $1.00   
per month.  In return, St. George Inn, L.C. agreed to maintain the care of the  
property and keep the property in a clean and good condition.  The Company was  
responsible for all expenses associated with the property, including utilities  
under the lease and environmental clean-up expenses.  The lease expired in      
1995.                                                                           

Morgan Gas & Oil Co., a limited partner of the Service Station
Partnership #2, holds notes in the total principal amount of $110,932 from the  
Service Station Partnership #2, ostensibly representing loans made by Morgan    
Gas & Oil Co. to the partnership.  Morgan Gas & Oil Co.  claims the loans are   
overdue.  However, since the transactions were between related parties, all of  
whom were controlled by John H. Morgan, Jr.  at the times of the transactions,  
and since the Company also advanced funds to the Service Station, the Company   
is performing an internal audit to verify the legitimacy of the loans and their 
proper characterization, before it determines whether to acknowledge and pay    
the debt.  These notes payable are included in net assets of discontinued       
operations.                                                                     

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SOUTHGATE PARTNERSHIPS                                        

 The Company is a general partner in three separate Utah limited
partnerships, Southgate Palms, Southgate Resort and Southgate Plaza,            
respectively, each of which is (or was) a partner in one of three separate      
general partnerships having the same names, whose initial purpose was the       
development of certain real property located near the St. George Hilton Inn.    
This property consisted of the present Southgate Golf Course (formerly the Lava 
Hills Resort Golf Course) and certain property acquired from Tonaquint          
contiguous to or located near the Southgate Golf Course.                        

   Southgate Palms General Partnership constructed the Fairway Hills
subdivision.  During 1994, the homeowners association for the subdivision,      
demanded the partnership build a tennis court, or pay an amount to each         
homeowner constituting the value of a tennis court, claiming the partnership's  
agents represented that one of the amenities in the project would be a tennis   
court.  The partnership denied liability but, in May of 1995, settled the       
dispute by paying the homeowners $32,000 and forgiving a disputed debt of       
approximately $11,000.  The Company paid its 1/3rd share of the settlement.     

Southgate Plaza General Partnership is selling parcels of its 
property, primarily for commercial development.  In 1995, the partnership sold  
two parcels totalling 2.4 acres, with proceeds to URI in the amount of          
$183,992.  Sales of 23 acres occurred in 1994, where the Company's portion of   
the proceeds totaled $658,612.  In 1993, no sales were made. The Company intends
to dissolve Southgate Palms and Southgate Resort partnerships.                  

OVERRIDING ROYALTIES IN OIL AND GAS LEASES                                      

        URI has overriding royalty interests in oil and gas properties held by
various other parties.  All revenues from the Company's interests in the        
properties have been received in cash.  The Company received royalties in the   
amount of $61,000 in 1995 as compared to $92,000 in 1994.  URI has not engaged  
in the acquisition and sale of oil and gas leases for many years and has no     
intention of doing so in the future, nor does it have facilities or means to    
perform the exploration, development and operation of oil and gas wells on      
properties in which it has interests.  Mineral or oil and gas exploration and   
development is undertaken by third parties.  If production is realized on any   
properties in which URI has an interest, it receives a share of gross           
production revenues based upon the percentage overriding royalty interest it    
has retained.                                                                   

EMPLOYEES                                                                       

In 1995, the Company employed two full-time employees and six 
part-time employees.  Currently, the Company employs two full-time employees    
and no part-time employees.  Pursuant to the Stock Purchase Agreement, the      
Company and John Fife have agreed to enter into an employment agreement which   
would provide for, among other things, (i) the employment of Mr. Fife as        
President, CEO, Chairman of the Board of the Company and (ii) compensation      
to be paid to Mr. Fife of no more than $200,000 for any year during the         
employment period.                                                              

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At this time no employment agreement has been entered into with Mr. Fife.  The  
Company's Board, in a 3-2 vote passed a resolution delaying the negotiation of  
the terms of the John Fife employment agreement until after the shareholders    
vote on the proposed reverse stock split.  To date, John Fife has received no   
compensation from the Company for his services as President.  URI and its       
subsidiary currently employ Gerry Brown on a full-time basis, to act as the     
Vice President of the Company, where he provides real estate planning,          
development and sales services for the Company, Tonaquint, Inc., the Company's  
wholly-owned subsidiary, and various affiliated partnerships.  Mr. Brown is     
currently the President of Tonaquint, Inc., where he assists in land use        
planning, negotiating sales and financing arrangements, obtaining government    
approvals, arranging for construction contracts, and supervising the            
performance of engineering services as have been required.  The Company         
executed and presented Mr. Brown with a three year employment agreement on      
June 28, 1995, which employment agreement remains unexecuted by Mr. Brown.      
Mr. Brown received compensation from the Company during the years 1993, 1994    
and 1995, as set forth in the Compensation Table on page 31.  Ladd Worth        
Eldredge is employed by the Company as its Secretary, Treasurer, CFO and        
office manager.  Robert D. Wolff, Gerry Brown and Ladd Worth Eldredge served as 
employees of the Company in 1995.  From June 1995 through April 1996, Robert D. 
Wolff served as the CEO of the Company, with an annual salary of $125,000 and   
quarterly bonus of $25,000.  Gerry Brown served as President of the Company.    
Ladd Worth Eldredge was employed as the Company's Secretary, Treasurer, CFO and 
Office Manager.  No employees are party to a collective bargaining agreement    
with URI.                                                                       

ITEM 2.  DESCRIPTION OF PROPERTY                              

ST. GEORGE PROPERTIES                                                           

        As of December 31, 1995, Tonaquint, Inc., a wholly-owned subsidiary of
the Company, owned approximately 394 acres of undeveloped land in the general   
area of the St. George Hilton Inn and the Southgate Golf Course in St. George,  
Utah, 353 acres of which are developable.  As of December 31, 1995,             
approximately 45.51 acres remained under option to Kay Traveler, at prices      
ranging from $22,000 to $50,000 per acre.                                       

The Company intends to develop its property, primarily through
subdividing and selling improved lots for residential construction, although    
sales of undeveloped parcels to other developers are also occurring.            
Additionally, management believes that approximately 25 acres of the Company's  
lands are suitable for commercial development.  URI owns a combined 27%         
interest in 7.5 acres of land owned by the partnerships identified above,       
primarily Southgate Plaza General Partnership.                                  

Oil & Gas Interests                                                             

   The Company has overriding royalty interests in oil and gas wells
producing primarily in the Unitah Basin, Unitah County, Utah, and Sublette      
County, Wyoming.  URI owns overriding royalty interests of from .025 of 1% to   
3% of production.                                                               

        URI was not the original lessee on several of the oil and gas property
leases.  The original lessees were affiliates of, or related parties to, the    
Company.  As to those lessees, the                                              

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Company's royalty interest was obtained by assignment from the original         
lessees.  In some cases, the assignments have not been recorded.  As to some    
royalty interests, the precise acreage held by the Company cannot be determined 
without unreasonable effort and expense.  The Company does not have available   
to it reserve reports on the properties.  Any reserve analyses that have been   
made on the properties were made by third parties, who view such information as 
confidential, making it unavailable to the Company.                             

     Many oil, gas and hydrocarbon leases issued by the State of Utah or
the United States are issued for definite periods of time, often from five to   
ten years.  If, at the end of the lease period, production has been realized    
and is continuing on the property subject to the lease, the term of the lease   
continues for the period of commercial production.  Thus, the continuing        
interest of URI in state and federal leases is dependent upon the ability of    
the third party operators to develop significant production on the properties   
subject to those leases.  The expense of compliance with environmental          
regulations on lands in which the Company may have overriding royalty interests 
is not borne by the Company.                                                    

   Through its wholly-owned subsidiary, New Mercur Gold Exploration,
Inc., the Company holds a 50% joint interest in ten patented lode mining claims 
covering approximately 137 acres in Tooele County, Utah.  The claims have been  
leased to Barrick Mercur Gold Mines for a nominal amount.  There is presently   
no production on the properties.  Development of the Company's mineral          
properties may be affected by federal and state regulation relating to the      
protection of the environment.  Such regulation may prevent the development of  
properties owned by the Company, or those in which it retains an overriding     
royalty interest.                                                               

OFFICE SPACE                                                                    

   URI leases an office for its headquarters at 297 W. Hilton Drive,
Suite #4, St. George, Utah.  Until April of 1995, it also shared in the         
expenses of an office at 1604 Walker Center, Salt Lake City, Utah, in which     
John H. Morgan, Jr., the  Company's co-founder, former director, and            
shareholder maintains his offices, along with Morgan Gas & Oil Co., a Utah      
corporation which had been under the control of Mr. Morgan and in which he      
currently serves as both an officer and director, and the Huntsman World Senior 
Games, of which Mr. Morgan is the President.                                    

ITEM 3.  LEGAL PROCEEDINGS                                    

    Over the past nine years, the Company has been involved in various
disputes and controversies involving its ownership, operation and management.   
A shareholders derivative action captioned as ERNEST MUTH, ET AL. V. JOHN H.    
MORGAN, JR., ET AL., was filed as Civil Number C-87-1632 in the Third Judicial  
District Court of Salt Lake County, Utah (the "First State Action"), alleging   
among other things that the officers and directors of the Company committed     
various breaches of their fiduciary duties to the Company.  A settlement        
agreement was entered into in the First State Action on April 6, 1993 (the      
"1993 Settlement Agreement"), wherein, among other things, parties to the       
lawsuit agreed to the manner in which directors of                              

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the Company would be selected until such time as the 1993 Settlement Agreement  
was terminated.  On or about July 21, 1995, attorneys for the Company on behalf 
of the Company filed an action against John H. Morgan, Jr. and Daisy R. Morgan  
to enforce the 1993 Settlement Agreement in the First State Action which        
resulted in certain findings of fact and conclusions of law and an order        
enforcing the 1993 Settlement Agreement, entered by Judge Michael R. Murphy on  
October 4, 1995 (the "Murphy Order").  The Murphy Order was appealed by John H. 
Morgan, Jr. and Daisy R.  Morgan and cross-appealed by the Company.  An Order   
to Show Cause was subsequently filed in the First State Action on behalf of the 
Company by attorneys for the Company against John H. Morgan, Jr. and Daisy R.   
Morgan (the "Order to Show Cause").                                             

     On or about February 16, 1995, pursuant to a Plan of Share Exchange
Agreement by and among the Company, Midwest Railroad Construction and           
Maintenance Corporation of Wyoming, a Wyoming corporation ("Midwest"), Robert   
D. Wolff ("RD Wolff") and Judith J. Wolff ("JJ Wolff") (the "Share Exchange     
Agreement"), the Company acquired all of the outstanding shares of Midwest from 
RD Wolff and JJ Wolff in exchange for 590,000 restricted shares of authorized   
but unissued shares of the Company.  Pursuant to the Share Exchange Agreement,  
RD Wolff became the President of the Company.  For a more detailed description  
of the Share Exchange Agreement see "ITEM 1 DESCRIPTION OF BUSINESS/(a)         
Business Development Share Exchange Agreement" and Form 8-K filed July 20,      
1995.  A shareholders derivative action captioned as ANNE MORGAN ET AL. V. R.   
DEE ERICKSON, ET AL., was filed as Case Number 2:95CV-0661C in the United       
States District Court for the District of Utah, Central Division (the "First    
Federal Action"), alleging that the defendants had, among other things,         
violated proxy solicitation rules, violated disclosure rules under the Exchange 
Act of 1934, breached their fiduciary duties to the Company's shareholders,     
breached professional duties, committed fraud, wasted and looted the Company's  
assets, converted Company property, engaged in self-dealing, mismanaged the     
corporation and breached the duty of loyalty.  The complaint sought, among      
other things, rescission of the Share Exchange Agreement.  In April 1996, the   
Company, Midwest, RD Wolff and JJ Wolff entered into a Split-Off Agreement      
whereby, among other things, the Share Exchange Agreement was rescinded (the    
"Recision Agreement") and the shares of Midwest acquired by the Company were    
returned to RD Wolff and JJ Wolff.                                              

        On April 5, 1996, the Company entered into a letter of intent ("Letter
of Intent") with IMCC to sell a controlling interest in the Company to IMCC, at 
a purchase price equal to $3.35 per share.  On May 17, 1996, Mark G. Jones, a   
shareholder and director of the Company and controlling shareholder of Mark     
Technologies Corporation, brought a shareholders derivative suit captioned as   
MARK TECHNOLOGIES CORP. ET AL. V. UTAH RESOURCES INTERNATIONAL, INC., ET AL.,   
which was filed as Civil No. 96-090-3332CV in the Third Judicial Court of Salt  
Lake County, Utah (the "Second State Action") against the Company, E. Jay       
Sheen, R. Dee Erickson and Lyle Hurd, directors of the Company, and IMCC.  The  
Second State Action included, among other things, a request for the issuance    
of a temporary restraining order and injunction against the transactions        
contemplated in the Letter of Intent.  On June 26, 1996, the Company entered    
into two settlement agreements.  The first settlement agreement was by and      
among the Company, John H. Morgan, Jr., Daisy R. Morgan, IMCC, John Fife,       
Robinson & Sheen, L.L.C., R. Dee Erickson, Lyle D. Hurd and                     

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E. Jay Sheen ("Morgan Settlement Agreement"), whereby certain disputes among    
the parties were resolved and settled and the parties agreed to use their best  
efforts to terminate the 1993 Settlement Agreement.  The second settlement      
agreement was among the Company, R. Dee Erickson, E. Jay Sheen, Lyle D. Hurd,   
Mark G. Jones, Mark Technologies Corporation, Anne Morgan, Victoria Morgan,     
IMCC, John Fife and Robinson & Sheen, L.L.C. (the "1996 Settlement Agreement"), 
whereby the parties agreed, among other things, to dismiss the First Federal    
Action, the Order to Show Cause, the Second State Action and to use their best  
efforts to terminate the 1993 Settlement Agreement.  On July 19, 1996, the      
notice of hearing on proposed settlement of the Second State Action, the First  
State Action and the First Federal Action and the notice of hearing on petition 
to terminate the 1993 Settlement Agreement was mailed to all the Company's      
shareholders of record as of June 24, 1996.  Among other things, the notice     
provided that the 1996 Settlement Agreement and the Morgan Settlement Agreement 
(together the "Settlement Agreements") were to be considered approved by the    
court on August 12, 1996, and that all objections to the Settlement Agreements  
had to be presented at that time.  On August 9, 1996, shareholders Jenny T.     
Morgan (a shareholder and director of the Company), Gerard E. Morgan, John C.   
Morgan and Karen J. Morgan ("Objectors") filed an objection to the  hearing and 
requested that the court continue the settlement approval hearing  until after  
the Company's shareholders vote on the Settlement Agreements and  the IMCC      
Stock Purchase Agreement.  In their objections and request for  continuance of  
hearing, the Objectors, among other things, claimed that they  had insufficient 
information with which to evaluate the Stock Purchase  Agreement between IMCC   
and the Company; that they had insufficient information regarding John Fife,    
the sole shareholder of IMCC, and that they needed additional time and          
information to evaluate the fairness of the Stock Purchase Agreement, and to    
have the opportunity to solicit other competitive bids to sell the Company.     
Further, the Objectors alleged that the Company had  failed to provide          
documentation relating to the Stock Purchase Agreement to  them.  After         
considering the Objectors' and the parties' initial arguments, the court        
granted both the parties and the Objectors an additional seven days,  through   
August 19, 1996, to submit written memoranda in support of their  positions.    
Both the Objectors and the parties submitted written memoranda  supporting      
their positions in regard to the Settlement Agreements and the Stock Purchase   
Agreement.  On or about August 23, 1996 the court in the Second State Action    
reviewed and considered the 1996 Settlement Agreement, the Stock Purchase       
Agreement and the 1993 Settlement Agreement, written memoranda submitted by     
various parties and other comments and objections and ordered that: (1) the     
notice given pursuant to Rule 23.1 of the applicable rules of civil procedure   
for the State of Utah was adequate, fair and proper: (2) the procedural and     
substantive objections of Jenny T. Morgan (a director and shareholder of the    
Company).  Gerald E. Morgan, John C. Morgan and Karen J. Morgan be overruled:   
(3) the 1996 Settlement Agreement was fair, adequate and reasonable: (4) the    
Petition to Terminate the 1993 Settlement Agreement was fair, adequate and      
reasonable: and (5) the 1996 Settlement Agreement and Petition to Terminate the 
1993 Settlement Agreement was approved.  As required by the Transaction         
Agreements, as defined below, the 1996 Settlement Agreement and the Morgan      
Settlement Agreement were approved by the Third Judicial  District Court of     
Salt Lake County, West Valley Department Utah, on or about  August 28, 1996.    
The Order to Show Cause was dismissed with prejudice and the 1993 Settlement    
Agreement was terminated on August 29, 1996.                                    

       On July 3, 1996, following the execution of the Letter of Intent, the
Morgan Settlement Agreement and the 1996 Settlement Agreement, the Company and  
IMCC entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")   
(the Letter of Intent, the Morgan Settlement Agreement, the 1996 Settlement     
Agreement and the Stock Purchase Agreement are hereinafter collectively         
referred to as the "Transaction Agreements") whereby the Company issued and     
sold 1,275,912 shares (the "Purchased Shares") of common, $.10 par value per    
share stock (the "Common Stock") to IMCC, which is wholly owned by John Fife,   
so that IMCC owned a 50.5% interest in the Company.  IMCC acquired the          
Purchased Shares at a price equal                                               

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to $3.35 per share for an aggregate purchase price of $4,274,305.20 (the        
"Purchase Price"), of which $641,145.78 was paid in cash by IMCC to the Company 
at the closing.  The remaining $3,633,159.42 was evidenced by IMCC's promissory 
note (the "Note").  The Note bears interest at a rate equal to the short-term   
applicable federal rate published by the Internal Revenue Service in effect at  
the time of closing, and is adjusted on each anniversary of the Note to the     
applicable short-term federal rate in effect on such anniversary date.          
Interest on the Note is paid currently in arrears on each anniversary of the    
Note.  At the closing, IMCC paid $197,872.52 to the Company which amount        
represented the present value first year of interest due under the Note.  The   
principal and any unpaid interest accrued under the Note is due and payable     
August 1, 2001.  The Note is secured by the Purchased Shares as evidenced by a  
stock pledge agreement, dated as of July 3, 1996, by and between IMCC and the   
Company (the "Stock Pledge Agreement").  Pursuant to a separate written         
guaranty agreement, John Fife personally guaranteed payment of 25% of all       
amounts due under the Note.  For a more detailed description of the Stock       
Purchase Agreement, see Form 8-K filed by the Company on July 19, 1996, and to  
review a copy of the Stock Purchase Agreement, see Schedule 13D-A filed by IMCC 
on September 9, 1996.                                                           

      As required by the Stock Purchase Agreement, E. Jay Sheen and R. Dee
Erickson submitted their resignations as directors of the Company, effective    
July 13, 1996.  As further required by the Stock Purchase Agreement, John Fife  
was appointed a director of the Company.  David Fife, the brother of John Fife, 
was also appointed a director of the Company.  John Fife and David Fife were    
appointed as directors of the Company by the Muth Group pursuant to the 1993    
Settlement Agreement effective July 13, 1996.  As required by the Stock         
Purchase Agreement, John Fife was elected President and Chief Executive Officer 
of the Company in July, 1996, pursuant to a 3-0 vote of the Board (Mark G. Jones
and Jenny Morgan were not present to vote).  John Fife also serves as Chairman  
of the Board of the Company pursuant to a 3-2 vote of the Board.                

    The Letter of Intent and the Transaction Agreements, including the
Stock Purchase Agreement, contemplated that subject to applicable state and     
federal securities and state corporate law, the Company would cause a 1,000 to  
1 share reverse split of the Company's Common Stock to the shareholders of      
record at $3.35 per share (the "Reverse Split"), with fractional shareholders   
given the option to either purchase additional fractional shares to round up to 
one whole share following the reverse split or sell their fractional shares for 
cash to the Company.  IMCC was granted a ten year option to purchase 150,000 or 
more additional shares of stock at a price equal to $3.35 per share and on the  
same terms and conditions as those provided under the Stock Purchase Agreement, 
so that after the Reverse Split IMCC may maintain its 50.5% majority interest   
in the Company.  Subsequent to the Reverse Split and subject to applicable      
state and federal securities and state corporate law, any Company shares        
redeemed by the Company pursuant to the Reverse Split (the "Returned Shares")   
may be acquired by the remaining shareholders, other than IMCC or its           
affiliates, in increments of 1,000 shares (the "Returned Share Option") at a    
purchase price equal to the pre-Reverse-Split $3.35 per share (the "Returned    
Share Purchase Price").  Only those shares for which the Company has received a 
fully and properly executed letter of transmittal, accompanied by the required  
documents, will qualify as Returned Shares for the purposes of this Returned    
Share Option.                                                                   

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Such Common Stock shall be purchased in blocks of 1,000 shares of Common Stock  
such that each purchase of a 1,000 share block of Common Stock shall be         
converted into 1 share of common, $100.00 par value per share stock of the      
Company (the "New Stock").  In the event the Returned Share Option is           
over-subscribed, then each of the exercising shareholders may purchase the      
Returned Shares on a pro-rata basis.  Twenty-five percent (25%) of the Returned 
Share Purchase Price will be payable in cash upon exercise, with the remaining  
balance of $2.51 per share being evidenced by the Return Share Note.  The terms 
and conditions of the Reverse Split are described in greater detail in "ITEM 1  
DESCRIPTION OF BUSINESS/Stock Purchase Agreement July 3, 1996."                 

 In December, 1995, Mark Technologies Corporation received 201,210
shares of the Company's Common Stock from Morgan Gas & Oil Co., as partial      
payment of a promissory note.  The promissory note was in consideration of the  
sale to Morgan Gas & Oil Co. from Mark Technologies Corporation of a limited    
partnership interest in Alta Mesa Wind Partners, a California limited           
partnership in the wind generated power business.  The Company is a shareholder 
of Morgan Gas & Oil Co.  The Company brought a shareholders derivative action   
in the United States District Court for the District of Utah, Central Division, 
against Morgan Gas & Oil Co. and its directors and against Mark Jones, Mark     
Technologies Corporation, Alta Mesa Wind Partners, John H. Morgan, Jr., Daisy   
R. Morgan, Sylvia Wunderly, John Wunderly, and Melbourne Romney, III, alleging  
among other things, that in connection with the sale of Alta Mesa Wind Partners 
limited partnership interest to Morgan Gas & Oil Co., Mark Jones, Mark          
Technologies Corporation and Alta Mesa Wind Partners concealed and              
misrepresented material information to be provided to Morgan Gas & Oil Co.      
directors and that the Morgan Gas & Oil Co. directors (including John H.        
Morgan, Jr., Daisy R. Morgan, Sylvia Wunderly, John Wunderly  and Melbourne     
Romney, III) committed a breach of fiduciary duty and a wasting of corporate    
assets (the "MGO Action").  The Company sought rescission of the sale. Legal    
counsel advised the Company that due to the releases contained in the 1996      
Settlement Agreement, the Company should not continue to pursue the MGO Action  
against Mark G. Jones, a shareholder and director of the Company and signatory  
to the 1996 Settlement Agreement and Mark Technologies Corporation, a           
shareholder of the Company and signatory to the 1996 Settlement Agreement.  A   
majority of the Board of Directors voted to have the suit dismissed without     
prejudice.  Directors Jenny Morgan and Mark G. Jones objected to the dismissal  
without prejudice and proposed that the MGO Action be dismissed with prejudice. 
The suit has been dismissed without prejudice, so that other shareholders of    
Morgan Gas & Oil Co. will not be precluded from seeking relief based upon the   
same cause of action.                                                           

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   

None.                                                         

PART II 

  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

   The Company's Common Stock is listed on the National Association of
Securities Dealers bulletin board system and is traded in the over- the-counter 
securities through the Automated Quotation System, under the NASDAQ symbol      
"UTRS".  The following table sets forth the quarterly high and low bid prices   
for 1994 and 1995 and the closing bid prices for 1996 for the Company's Common  
Stock during the last two fiscal years of the Company, as reported by the       
National Quotations Bureau.  The quotations reflect inter-dealer prices,        
without retail mark-up, mark-down or commission, and do not represent actual    
transactions and have not been adjusted for stock dividends or splits.          

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                                                                [Download Table]

                   1996               1995                1994       

              LOW        HIGH   LOW         HIGH    LOW         HIGH 
              ---        ----   ---         ----    ---         ---- 
                                                                     
1st quarter  $.625      $1.00  $1.25        $4.00  $2.00        $3.00

2nd quarter   $.75      $1.50  $1.00        $2.00  $1.25        $2.25

3rd quarter  $.875      $1.00  $1.00        $1.75  $1.00        $1.75

4th quarter  $.875      $.875  $ .50        $1.00  $1.25        $2.00

       Except for certain transactions including: (i) the Splitoff Agreement
by and between Midwest and the Company, wherein the Company returned its        
Midwest shares to RD Wolff and JJ Wolff in exchange for the 590,000 shares of   
the Company's stock held by the Wolffs; (ii) the 1996 Settlement Agreement,     
wherein the Company redeemed 22,950 shares of Anne Morgan's URI stock and       
17,602 shares of Victoria Morgan's URI stock, in cash, at $3.35 per share; and  
(iii) the conclusion of the exchange of 10.6 acres of land and 34,150 shares of 
C.E.C. Industries Corporation stock for 103,488 shares of the Company's stock,  
the Company has made no repurchases of its stock during the Company's second    
full fiscal year preceding this Form 10-KSB.  The Splitoff Agreement and the    
1996 Settlement Agreement are described in greater detail in "ITEM 3 LEGAL      
PROCEEDINGS."  The Company did declare a $.10 cash dividend payable January 26, 
1995, to shareholders of record January 12, 1995.  A decision to pay dividends  
in the future will depend upon the Company's profitability, need for liquidity  
and other financial considerations.  There are approximately 558 shareholders   
of the 2,522,808 outstanding shares of the Company's Common Stock.              

   ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS                                         

      The Company had land sales of $587,163 in 1995 as compared with land
sales of $2,274,222 in 1994.  Management attributes the reduced sales in 1995   
to a slowdown in the sale of high-end market lots as well as there being only a 
limited amount of developed lots available.  Interest income was higher in 1995 
due to the fact that the Company held more money in interest bearing accounts.  
Income on royalties from production under oil and gas and mineral leases        
amounted to $61,006 and $92,455 for 1995 and 1994, respectively.  Decline in    
royalties income reflects the decline in oil and gas prices during this period  
due to production fluctuations.  Twelve Thousand Five Hundred Dollars ($12,500) 
in revenue was received from leases on commercial signs adjacent to the         
interstate freeway.                                                             

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        Cost of land sold decreased from $567,453 in 1994 to $156,250 in 1995,
reflecting a decline in sales from 1994 to 1995.  General and administrative    
expenses increased by approximately 55% from 1994 to 1995, due to the cost of   
acquiring Midwest and the cost of litigating subsequent lawsuits.  For a more   
detailed description of the Company's lawsuits see "ITEM 3 LEGAL PROCEEDINGS."  
1995 reflects an income tax benefit of $179,000 which resulted from the         
utilization of the 1995 Net Operating Loss.                                     

LIQUIDITY AND CAPITAL RESOURCES                               

    Cash requirements of URI are met by funds provided from operations
consisting of (a) the sale of improved lots and undeveloped property; (b)       
royalty income; and (c) interest income earned on money held in interest        
bearing accounts.  The ratio of current assets to current liabilities at        
December 31, 1995 was approximately 2.16 to 1, down from the ratio at December  
31, 1994 of 4.7 to 1.  The Company's current assets as of December 31, 1995     
were valued at $1,350,781, as against current liabilities of $624,920.          

 The Company presently anticipated that cash from land sales and
royalties will be the primary sources for future additional liquidity for the   
Company.                                                                        

       From January, 1995, through July, 1996, litigation expenses imposed a
significant drain on the Company's liquidity.  The litigation which occasioned  
such expenses has been terminated by settlement, and management expects future  
legal fees will decrease dramatically.  For a more detailed description of the  
Company's litigation, see "ITEM 3 LEGAL PROCEEDINGS."                           

 The Company also expects to be required to expend funds for the
cleanup of gasoline which has apparently leaked from tanks owned by the Service 
Station Partnership, which have been replaced.  Engineering estimates of total  
cleanup costs are not determinable due to uncertainties with respect to State   
compliance requirements and the, as yet, unknown extent of the contamination.   
In 1995, approximately $55,000 was expended toward this clean-up operation and  
more than $164,000 has been expended by the Company to date.                    

     It is anticipated that the Company's need for cash in excess of its
present resources will be met through revenues and real estate secured          
borrowings.  No firm financing commitment has been obtained for the purpose of  
completing the 1,000 to 1 reverse stock split.  The Company does not have       
backup lines of credit.                                                         

    URI has no plans for major capital expenditures beyond the cost of
improving portions of its real property.                                        

       The Company's business is influenced by interest rates, inflation and
market demands.  Its royalty income from oil and gas interests affected by      
fluctuations in the price of oil and the related decisions to drill new wells   
and the rates at which well are pumped.  The Company has no control over the    
oil and gas field operations.                                                   

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      As of July 3, 1996, the Company holds a promissory note from IMCC in
the original principal amount of $3,633,159.42 (the "Note").  The Note bears    
interest at a rate equal to the short-term applicable federal rate published by 
the Internal Revenue Service in effect at the time of closing the Stock         
Purchase Agreement, and is adjusted on each anniversary of the Note to the      
applicable short-term federal rate in effect on such anniversary date.          
Interest on the Note is to be paid currently in arrears on each anniversary of  
the Note.  At the closing, IMCC paid the Company $197,872.52, which amount      
represented the present value first year of interest due under the Note.  The   
principal and any unpaid interest accrued under the Note is due and payable     
August 1, 2001.  The Note is secured by the 1,275,912 shares purchased by IMCC  
as evidenced by a stock pledge agreement, dated as of July 3, 1996 between IMCC 
and the Company (the "Stock Pledge Agreement").  Pursuant to a separate written 
guaranty agreement, John Fife personally guaranteed payment of 25% of all       
amounts due under the Note.                                                     

STOCK PURCHASE AGREEMENT                                      

In late 1995 and early 1996, the Board of Directors began     
investigating potential buyers and soliciting offers to purchase a controlling  
interest in the Company.  The Board of Directors wished to:  (i) spin off the   
Midwest Railroad Construction and Maintenance Corporation of Wyoming, and       
remove Robert D. Wolff as CEO of the Company, for a more detailed description of
the Share Exchange Agreement, the subsequent litigation and the Split-Off       
Agreement, see the Sections entitled "ITEM 1. DESCRIPTION OF BUSINESS (a)       
Business Development/Share Exchange Agreement", "ITEM 3, LEGAL PROCEEDINGS",    
and "ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF                    
OPERATION/Discontinued Operations:" (ii) infuse capital into the Company; and   
(iii) provide a mechanism  whereby the minority shareholders would have the     
opportunity to receive fair value for their shares.  With respect to the        
Board's third goal, the Company's history of sporadic trading in a narrow margin
rendered the shares virtually illiquid and the protracted and costly litigation 
engulfing the Company consumed corporate assets and the time and attention of   
the Board of Directors and the management, thereby significantly reducing the   
Company's profits and distributions.  In a ten year period ending January 1995, 
the Company made only one $.10 distribution in January 1995.  John H. Morgan,   
Jr. and Daisy R. Morgan resigned as directors of the Company in December 1995.  
Pursuant to the terms of the 1993 Settlement Agreement, John H. Morgan, Jr.     
and Daisy R. Morgan exercised their powers of appointment and appointed Jenny   
T. Morgan and Mark G. Jones, respectively, to serve as directors in their       
place.  John H. Morgan, Jr. and Daisy R. Morgan were parties to the 1993        
Settlement Agreement.  The remaining members of the Board of Directors          
demanded that both Jenny T. Morgan and Mark G. Jones, agree, in writing, to be  
bound by the terms of the 1993 Settlement Agreement as though they had been     
made parties to the 1993 Settlement Agreement before commencing their           
responsibilities as directors of the Company.  Mark G. Jones and Jenny T.       
Morgan refused to enter into that written agreement until April 1996, at which  
time they executed a written commitment to be bound by the terms of the 1993    
Settlement Agreement and were seated as directors of the Company.               

         In addition to pursuing outside buyers for the Company, the Company was
also actively pursuing settlement of all litigation with the Company.  In       
February and March of 1996, the Company had discussions with John Fife, the     
President and sole shareholder of IMCC regarding a transaction or transactions  
between the Company and IMCC.  During the course of these discussions, the      
Company communicated its goals to John Fife. Prior to entering into the Letter  
of Intent (as hereinafter defined), John Fife entered into a letter agreement   
by and among John Fife, Ernest Muth, a party to the 1993 Settlement Agreement   
("Muth"), Thomas Ralphs, a party to the 1993 Settlement Agreement ("Ralphs")    
and Precious Metals, Inc. dated as of March 30, 1996 (the "Letter Agreement"),  
which Letter Agreement was assigned to IMCC.  Under the terms of the Letter     
Agreement, John Fife had the option to purchase all, but not less than all, of  
the shares of stock of the Company held by or beneficially owned or controlled  
by Muth and Ralphs (approximately 90,000 shares), at an option exercise price   
of $4.00 per share.  John Fife paid Muth and Ralphs an aggregate of             
$15,000 which amount is a non-refundable option payment to be applied to the    
ultimate purchase price.  During the option, which expired 60 days after March  
30, 1996,  John Fife was granted a proxy to vote the shares held by Muth and    
Ralphs.  In addition, the Letter Agreement provided that upon the exercise of   
the option to purchase the shares of the Company, Muth and Ralphs would assign  
their rights and obligations under the 1993 Settlement Agreement to John Fife.  
IMCC, in turn, submitted its letter of intent to the Board of Directors of the  
Company, dated as of April 5, 1995 (the "Letter of Intent"). The Letter of      
Intent provided that: (1) the Company would issue and IMCC would purchase       
shares which would represent a 51% ownership interest in the Company; (2) IMCC  
would pay the Company $3.35 per share for the stock; (3) IMCC would pay 10% of  
the purchase price in cash at the closing with the balance due pursuant to a    
five year promissory note; (4) the note would be secured with the stock         
purchased by IMCC; (5) IMCC would have a ten year option to purchase 150,000    
or more additional shares of stock in order to maintain its 51% ownership       
interest in the Company; (6) following the closing of the purchase of stock,    
IMCC would cause the Company to undertake a 12,500 to 1 reverse stock split     
at $3.35 per share with fractional shareholder being given the option to        
purchase additional shares to round up to the next whole share or a tender      
offer; (7) the Company agreed to indemnify IMCC and its shareholders and        
directors from and against any liability to the Company's shareholders,         
officers and/or directors arising out of IMCC's negotiation, execution and/or   
consummation of the Letter of Intent, the Stock Purchase Agreement and the      
transactions contemplated by the Letter of Intent; and (8) IMCC agreed to take  
all actions necessary to cause the Company to honor the Company's obligations   
to indemnify its officers and directors to the fullest extent permitted by law, 
including, but not limited to, the advancement of their legal fees and costs    
in connection with all present and future litigation involving them in their    
capacities as officers and directors of the Company. In addition to reviewing   
the IMCC offer, the Company entertained other written offers including one      
from Mark Jones, a director and shareholder of the Company.  The Company        
entered into the Letter of Intent on April 5, 1996.  On April 16, 1996 IMCC     
filed its Schedule 13D informing the Company's shareholders of its intent to    
engage in the two step transaction consisting of the acquisition of a majority  
interest and conducting a reverse stock split or tender offer.  It also gave    
notice of IMCC's intent to cause a class of securities of the Company to be     
delisted from a national securities exchange or cause a class of securities to  
cease to be authorized to be quoted in an inter-dealer quotation system of a    
registered national securities association, pursuant to Section 12(g)(4) of     
the Securities Exchange Act of 1934.                                            

      On April 5, 1996, the Company entered into the Letter of Intent with
the Company, over the objections of Directors Mark G. Jones and Jenny Morgan.   
Thereafter the Company and IMCC began negotiating the terms of the stock        
purchase agreement and IMCC began its due diligence investigation of the        
Company.  On May 17, 1996, Mark G. Jones, a shareholder and Director of the     
Company and controlling shareholder of Mark Technologies Corporation, brought a 
shareholders derivative suit against the Company. E. Jay Sheen, R. Dee Erickson 
and Lyle Hurd, Directors of the Company and IMCC, captioned as MARK             
TECHNOLOGIES CORP., ET AL. V. UTAH RESOURCES INTERNATIONAL, INC., ET AL., which 
was filed as Civil No. 96-090-3332CV in the Third Judicial Court of Salt Lake   
County (the "Second State Action"), seeking a temporary restraining order and   
injunction.  For a more detailed description of the Second State Action         
litigation, see the Sections entitled "ITEM 1.  DESCRIPTION OF THE BUSINESS,    
(a) Business Development/Stock Purchase Agreement - July 3, 1996" and "ITEM 3.  
LEGAL PROCEEDINGS."                                                             

     During late May and early June of 1996, the Company and IMCC: (1)
prepared for trial in the Second State Action, which included extensive         
discovery; and (2) continued to negotiate the terms of the stock purchase       
agreement.  Ongoing negotiations between the Company and IMCC resulted in the   
amendment to the Letter of Intent, dated as of May 31, 1996.  The parties       
agreed to increase the percentage of the purchase price to be paid at closing   
from 10% to 15%.  In addition to the stock pledge agreement which secured the   
five year note, John Fife agreed to personally guarantee 25% of the outstanding 
balance due the Company under the IMCC note.  Ongoing negotiations among the    
parties to the Second State Action led to the settlement of the Second State    
Action the morning of the hearing, June 26, 1996.  The Company entered into two 
settlement agreements.  The first settlement agreement was by and among the     
Company, John H. Morgan, Jr., Daisy R. Morgan, IMCC, John Fife, Robinson &      
Sheen, L.L.C., R. Dee Erickson, Lyle D. Hurd, and E. Jay Sheen  (the "Morgan    
Settlement Agreement"), whereby certain disputes among the parties were         
resolved and settled and the parties agreed to use their best efforts to        
terminate the 1993 Settlement Agreement.  The second settlement agreement was   
by and among the Company. R. Dee Erickson, E. Jay Sheen, Lyle D. Hurd, Mark G.  
Jones, Mark Technologies Corporation, Anne Morgan, Victoria Morgan, IMCC, John  
Fife and Robinson & Sheen, L.L.C. (the "1996 Settlement Agreement"), wherein    
the parties, among other things, agreed to terms regarding IMCC's purchase of   
50.5% of the Company's outstanding stock, agreed to dismiss the First Federal   
Action, the Order to Show Cause and the Second State Action, and agreed to use  
their best efforts to terminate the 1993 Settlement Agreement.  For a  more     
detailed description of the litigation and the settlement of the litigation,    
see the Section entitled "ITEM 3. LEGAL PROCEEDINGS."  Pursuant to the 1996     
Settlement Agreement, the terms of the Stock Purchase Agreement by and between  
the Company and IMCC were to include, among other things, the following         
provisions:  (1) IMCC would purchase a 50.5% interest in the Company at a       
purchase price of $3.35 per share; (2) IMCC would pay 15% of the purchase       
price at closing with the balance due pursuant to a five year promissory note,  
secured by a pledge of the Company's stock purchased by IMCC and a personal     
guaranty by John Fife of 25% of the remaining balance due under the note; (3)   
the Company would conduct a 1,000 to 1 reverse stock split at $3.35 per share   
with fractional shareholders being given the option to purchase additional      
shares at $3.35 per share to round up to the next whole share.  IMCC intends to 
exercise the round-up option;  (4) that any shares redeemed by the Company      
pursuant to the reverse stock split would be made available for purchase by the 
remaining shareholders, other than IMCC.  Mark G. Jones has communicated  to    
the Company that Mark Technologies Corporation intends to exercise its right to 
purchase as many additional shares pursuant to this pool as possible; (5) IMCC  
would have a ten year option to purchase 150,000 or more additional shares of   
stock to maintain its 50.5% interest in  the Company; (6) that E. Jay Sheen and 
R. Dee Erickson would resign as directors of the Company immediately; (7) that  
Mark G. Jones would be guaranteed a position of Director of the Company for a   
period of one year from the closing of the IMCC stock purchase; (8) that the    
Company and John Fife would enter into an employment agreement which would pay  
to Mr. Fife compensation not to exceed $200,000 per year; and (9) any           
distributions and other payments otherwise payable to IMCC on its Company stock 
would be applied to reduce the outstanding principal balance of the IMCC Note.  
For a more detailed description of the terms of the Stock Purchase Agreement,   
see the Section entitled, "ITEM 1.  DESCRIPTION OF THE BUSINESS, (a) Business   
Development/Stock Purchase Agreement - July 3, 1996."  On July 3, 1996, the     
Company and IMCC entered into the Stock Purchase Agreement.                     

       On July 19, 1996, the notice of hearing on proposed settlement of the
Second State Action, the First State Action and the First Federal Action and the
notice of hearing on petition to terminate the 1993 Settlement Agreement was    
mailed to all the Company's shareholders of record as of June 24, 1996.  For a  
more detailed description of the notice procedure for the settlement of the     
actions and subsequent objections see the Section entitled, "ITEM 3. LEGAL      
PROCEEDINGS." The court in the Second State Action reviewed and considered the  
1996 Settlement Agreement, the Stock Purchase Agreement and the 1993 Settlement 
Agreement, written memoranda submitted by various parties and other comments and
objections and ordered that; (1) the notice given pursuant to Rule 23.1 of the  
applicable rules of civil procedure for the State of Utah was adequate, fair and
proper; (2) the procedural and substantive objections of Jenny T. Morgan (a     
director and shareholder of the Company), Gerald E. Morgan, John C. Morgan and  
Karen J. Morgan be overruled; (3) the 1996 Settlement Agreement was fair,       
adequate and reasonable; (4) the Petition to Terminate the 1993 Settlement      
Agreement was fair, adequate and reasonable; and (5) the 1996 Settlement        
Agreement and Petition to Terminate the 1993 Settlement Agreement was approved. 

DISCONTINUED OPERATIONS                                       

   On June 13, 1995, the Company consummated the exchange of 590,000
shares of its common stock, representing approximately 33% following the        
transaction,of the total issued and outstanding shares of the Company's common  
stock in return for receipt of all of the issued and outstanding stock of       
Midwest Railroad Construction and Maintenance Corporation ("Midwest") pursuant  
to a Plan of Share Exchange Agreement, dated February 16, 1995 (the "Share      
Exchange Agreement").  All of the common stock of Midwest was owned by Robert D.
Wolff ("RD Wolff") and Judith J. Wolff ("JJ Wolff").  The Share Exchange        
Agreement was accomplished as a tax free reorganization pursuant to Section     
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code").     
Midwest, headquartered in Salt Lake City, Utah, is in the railroad construction 
and maintenance business, operating out of five regional offices located in     
Utah, Wyoming, Colorado, Nebraska and New Mexico.  Midwest also provides        
railroad engineering, surveying, bridge and structural maintenance, grade       
crossing and in-plant switching services.  Pursuant to the terms of the Share   
Exchange Agreement, the Company agreed to:  (i) indemnify Midwest and the Wolffs
from any liability to the Company's shareholders, its officers or directors,    
whether brought directly by the person or in a derivative capacity arising from 
Midwest's or the Wolffs' negotiation, execution, or consummation of the Share   
Exchange Agreement; (ii) execute a three year employment agreement between RD   
Wolff and the Company, where RD Wolff would act as the President of Midwest;    
(iii) apply for a listing of Midwest's stock on the NASDAQ; and (iv) lend       
Midwest, in the form of a line of credit, a sum not to exceed $250,000, with the
first draw available after February 15, 1995, evidenced by a promissory note in 
standard form, bearing an interest rate of 1% over the posted prime lending rate
at First Security Bank of Utah, N.A., as of February 15, 1995, and adjusted each
three months thereafter.  Prior to closing, Midwest borrowed a total of $100,000
against the line of credit.  Pursuant to the terms and conditions of the Share  
Exchange Agreement, the line of credit from the Company became subordinate to   
Midwest's existing credit line of $350,000, following the closing.  The line of 
credit was secured by the assets and equipment of Midwest.  In order to carry   
out the above listed covenants, the Company entered into an employment agreement
with RD Wolff, dated as of June 13, 1995 (the "Wolff Employment Agreement"), and
an operating agreement with Midwest and RD Wolff, dated as of June 13,          

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1995 (the "Operating Agreement").  Pursuant to the terms of the Operating       
Agreement and for services performed by R. Dee Erickson and E. Jay Sheen in     
connection with the consummation of the Share Exchange Agreement, the Company   
paid to each of R. Dee Erickson and E. Jay Sheen, both of whom were directors   
of the Company at the time of the execution of the Share Exchange Agreement, as 
compensation, 38,000 shares each of the Company's Common Stock and $104,000 in  
cash.  For a more detailed description of the Share Exchange Agreement, see     
Form 8-K filed July 20, 1995.                                                   

On July 18, 1995, Anne Morgan and Victoria Morgan, at the time
shareholders of the Company and the adult daughters of John H.  Morgan, Jr. and 
Daisy R. Morgan, former directors and shareholders of the Company, filed a      
shareholders derivative action against R. Dee Erickson ("Erickson"), E. Jay     
Sheen ("Sheen"), Lyle D. Hurd ("Hurd") (Messrs. Erickson, Sheen and Hurd were   
three of the five directors of the Company at the time the suit was filed, with 
JH Morgan and DR Morgan being the remaining two directors), the Company,        
Midwest, RD Wolff and JJ Wolff, in the United States District Court for the     
Central District of Utah, Case Number 2:95CV 661J, captioned as ANNE MORGAN ET  
AL. V.  R. DEE ERICKSON, ET AL. (the "First Federal Action").  The complainants 
alleged, among other things that the defendants had, among other things,        
violated proxy solicitation rules, violated disclosure rules under the Exchange 
Act of 1934, breached their fiduciary duties to the Company's shareholders,     
breached professional duties, committed fraud, wasted and looted the Company's  
assets, converted Company property and engaged in self-dealing, mismanaged the  
corporation and breached the duty of loyalty.  The complaint sought, among      
other things, the rescission of the Share Exchange Agreement.                   

The terms of the Letter of Intent between IMCC and the Company
required that the Company rescind the Share Exchange Agreement.  For the        
foregoing reason, Midwest and the Company entered into a Splitoff Agreement,    
dated as of April 25, 1996 (the "Splitoff Agreement"), whereby the Share        
Exchange Agreement was rescinded.  According to the terms of the Splitoff       
Agreement, URI transferred all of the outstanding shares of Midwest Stock to    
the Wolffs in exchange for the 590,000 shares of URI stock then held by the     
Wolffs which transfer was accomplished tax free in accordance with Section 355  
of the Code.  Furthermore, the Share Exchange Agreement, the Wolff Employment   
Agreement and the Operating Agreement were cancelled.  RD Wolff ceased to be    
the President of URI.  Midwest received a net intercompany transfer of          
approximately $316,974.17 through March 31, 1996, which Midwest retained.       
Furthermore, the parties to the Splitoff Agreement agreed that in the event     
intercompany transfers for the period from July 1, 1995 through March 31, 1996  
were:  (i) less than $316,974.17, then URI would pay Midwest the difference;    
and (ii) more than $316,974.17, then Midwest would pay URI the difference.      

     Pursuant to the Splitoff Agreement, the Company agreed to indemnify
Midwest and the Wolffs and their respective agents, employees, attorneys,       
officers, directors and assigns from any and all claims, causes of action,      
liabilities, damages, costs, expenses and attorneys' fees arising from or       
relating in any way to URI or the Share Exchange Agreement.  This               
indemnification provision would not apply to acts of fraud, gross negligence or 
willful                                                                         

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misconduct done by RD Wolff.  The Wolffs and Midwest agreed to indemnify URI    
and its respective agents, employees, attorneys, officers, directors,           
successors and assigns from any and all claims, causes of action, liabilities,  
and damages arising from or relating in any way to the Splitoff Agreement,      
which indemnification obligation is limited to $312,000.  Within 30 days from   
the date of execution of the Splitoff Agreement, the Company's accountants are  
to have calculated the federal, state and local income taxes attributable to    
Midwest's business operations (excluding any impact of salary payable or paid   
to RD Wolff or any intercompany charges to the Company for rent, overhead and   
administrative expenses) for the period commencing June 1, 1995 and terminating 
on December 31, 1995.  Such taxes are to be determined on the basis as if the   
Company and Midwest were not filing a consolidated tax return for the same      
period or part thereof (whether or not a consolidated return is filed).  The    
amount of such taxes would be considered an intercompany receivable between the 
Company and Midwest.  Midwest agreed to pay such tax amount to the Company in   
12 installments.  Simultaneous with the execution of the Splitoff Agreement,    
Midwest paid the Company the sum of $10,000 as an initial tax payment.  The     
balance due the Company was to be paid in 11 additional equal monthly           
installments, each such installment due on the first day of each month until    
all 11 installments have been paid in full.  The first of the 11 monthly        
installments is due and payable on the first day of the month following the     
determination of the taxes owed by Midwest to the Company.  The taxes to be     
paid have not yet been determined.                                              

     For 1995 reporting purposes, Midwest's operations are classified as
discontinued operations, with income of approximately $93,000 from operations   
and a net loss on disposal of discontinued items of approximately $684,000 to   
the Company.  For a more detailed description of both the acquisition of        
Midwest and its subsequent Splitoff, see "ITEM 3 LEGAL PROCEEDINGS," and Form   
8-K filed July 20, 1996.                                                        

ITEM 7. FINANCIAL STATEMENTS                                  

       See Index to Financial Statements appearing on page F-1B of this Form
10-KSB Annual Report.                                                           

     ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE                                                        

      Tanner + Co. of Salt Lake City, Utah has been the independent public
accountant for the Company's December 31, 1993, 1994, and 1995 financial        
statements.                                                                     

  During the Company's two most recent fiscal years, there were no
disagreements between the Company and Tanner + Co. on any matter of accounting  
principles or practices, financial statement disclosure, or auditing scope or   
procedure that, if not resolved to the satisfaction of Tanner + Co., would have 
caused Tanner + Co. to make a reference to the subject matter of the            
disagreement in connection with its reports on the Company's financial          
statements.                                                                     

      The Company currently engages the independent public accounting firm
of Tanner + Co.                                                                 

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PART III

       ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CENTRAL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                               

     Certain information regarding the Company's directors and executive
officers and their backgrounds is set out below.  The Company has been provided 
with the information from certain of the people listed below.  In addition to   
the primary affiliations noted below, the nominees are active in various        
cultural, charitable, professional and trade associations and organizations.    

CURRENT DIRECTORS                                             

         DAVID FIFE, 33, was appointed a director of the Company
        effective July 13, 1996 by the Muth Group pursuant to the terms of the
     1993 Settlement Agreement.  Mr. Fife is currently the President and
sole beneficial owner of Home Equity Lending L.L.C. a mortgage
  origination and finance company located in Salt Lake City, Utah.
    Prior to 1993, Mr. Fife was the President of Property Tax Assessor
    Records Corp., a Chicago based real estate tax consulting company.
David Fife and John Fife are brothers.                        

           JOHN FIFE, 35, was appointed as a director of the Company
 effective July 13, 1996, by the Muth Group pursuant to the 1993
       Settlement Agreement.  Mr. Fife was appointed the President and Chief
        Executive Officer of the Company in July, 1996.  He was named Chairman
     of the Board of the Company on October 10, 1996.  He is an investor
      and venture capitalist and has pursued this course since July, 1990.
      Mr. Fife is the President and sole shareholder of J.F. Venture, Inc.
    and IMCC, both of which are investment companies.  IMCC acquired a
       50.5% (majority interest) in the Company on July 3, 1996.  For a more
      detailed description of IMCC's acquisition of a majority interest in
 the Company, see "ITEM 3 LEGAL PROCEEDINGS."  He also serves as
        President of Property Tax Assessor Records Corp., a Chicago-based real
       estate tax consulting company.  Mr. Fife also serves as a director of
 Hyatt Research Corporation, a magazine publisher in Middlebury,
        Vermont and as a director of Trans-Wasatch Company, L.L.C., which is a
       land development company in Park City, Utah.  Prior to 1993, Mr. Fife
     held the position of Assistant Vice President of Continental Equity
        Capital Corp. ("CECC"), a subsidiary of Continental Bank.  At CECC, he
   negotiated, structured and financed LBO's and later stage venture
capital investments in the Mortgage Banking, Retail, Cable and
     Cellular Telephone industries.  Prior to CECC, Mr. Fife worked as a
       financial analyst in the commercial real estate department of Trammel
       Crow Company.  Mr. Fife earned his M.B.A. degree from Harvard in 1990
    and his B.S. in statistics and computer science from Brigham Young
University in 1986.  John Fife and David Fife are brothers.   

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        LYLE D. HURD, 60, is a director of the Company and has
        performed services as Marketing Consultant/Assistant to the President.
        He is president of Hurd Owens Hafen Inc., a publisher of magazines and
        periodicals located in St. George, Utah, since December of 1990.  Hurd
  Owens Hafen Inc. is the publisher of the St. George Magazine and
      various other magazines and periodicals.  For approximately 16 years
 prior to December, 1990, Mr. Hurd provided marketing consulting
    services to magazine publishers through Hurd & Associates, Inc., a
privately owned consulting firm.  Mr. Hurd was appointed as an
   independent director of the Company in May, 1993, pursuant to the
terms of the 1993 Settlement Agreement.                       

         MARK G. JONES, 43, is a director of the Company and was
     designated as such in January, 1996 by the Morgan Group pursuant to
the 1993 Settlement Agreement.  Mr. Jones is President of Mark
      Technologies Corporation in San Francisco, California, a real estate
     and alternative energy development firm, and has held that position
for 16 years.                                                 

           JENNY TATE MORGAN, 41, was appointed as a director of the
Company, effective January, 1996, by John H. Morgan, Jr., her 
   relative, pursuant to the terms of the 1993 Settlement Agreement.
   From 1992 to the present, Ms. Morgan, through JT Morgan Financial
    Consulting Services, has provided financial consulting services to
      clients in the areas of investments, liquidity management, financial
     strategy, tactical asset allocation, plan design, re-engineering an
     entire retirement plan structure, analysis of securities portfolio,
    strategic analysis and workouts.  From 1993 to 1996, she served as
       Vice President/Institutional Trust Services for First Interstate Bank
  of California.  Before that, Ms. Morgan worked for one year as a
       Financial Services/Account Executive for Citibank, F.S.B.  From July,
1982 to April, 1992, Ms. Morgan was the Director of Sales and 
  Marketing for Purcell International, Inc.  Ms. Morgan earned her
   M.B.A. from the University of Southern California, Los Angeles in
       1995, where her course-work included providing consulting services to
        Munchkin Bottling Company, Inc. and Reebok, International.  Ms. Morgan
      earned her B.S. from the University of Arizona, in 1978.  Ms. Morgan
      is a licensed California Life and Disability Agent and has published
       articles addressing 401(K) Plans in the Los Angeles Business Journal.

DIRECTORS FOR THE PERIOD COVERED BY THIS REPORT               

              E. JAY SHEEN, 42, was appointed a director of the Company by
 the Muth Group in June, 1993, pursuant to the terms of the 1993
      Settlement Agreement, and Secretary of the Company in January, 1994.
        He resigned as a director and Secretary of the Company, effective July
      13, 1996, pursuant to the terms of the Stock Purchase Agreement.  He
   is a member of the law firm of Robinson & Sheen, L.L.C.  Prior to
      April 1995, he was a partner in the law firm of Moyle & Draper, P.C.
in Salt Lake City, where he had practiced law since 1982.     

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              R. DEE ERICKSON, 53, was appointed a director of the Company
  by the Muth Group in May, 1993 pursuant to the terms of the 1993
     Settlement Agreement, and appointed Chairman of the Board in March,
1995.  He served in these capacities for the Company until his
        resignation, effective July 13, 1996, which took place pursuant to the
    terms of the Stock Purchase Agreement.  He is a self-employed real
      estate developer and property manager, and has been so engaged since
     June 1, 1987.  From February, 1974 to May, 1987, he was employed by
Hercules Incorporated in the Hercules Aerospace Products Group
 variously as a manager, superintendent and supervisor directing
      technical personnel in the planning, development, implementation and
    enhancement of computer systems for manufacturing and engineering.

            JOHN H. MORGAN, JR., 72, served as the President and Chief
     Executive Officer of the Company from the date of its incorporation
       until January, 1993 and October 1994, respectively.  He served as the
    Chairman of the Board until March of 1995 and served as a director
       until January, 1996, at which time he appointed Jenny Morgan to serve
 as his replacement pursuant to the terms of the 1993 Settlement
   Agreement.  Mr. Morgan is the husband of Daisy Morgan.  He is the
 controlling shareholder, President and a member of the board of
      directors of Morgan Gas & Oil Co.  Until May 7, 1993, Mr. Morgan was
     also a general partner in Resources Limited Partnership (the former
  owner of the St. George Hilton Inn), and Service Station Limited
      Partnership #2, and a limited partner in the Tonaquint- Indian Hills
       Partnership.  Until May 7, 1993, Mr. Morgan was also a general and/or
      limited partner in most of the partnerships owned by the Company for
     the development of the Company's real property in St. George, Utah.
   Mr. Morgan is President of the Huntsman Senior World Games, which
     sponsors athletic events for persons over the age 55 in St. George,
      Utah in the fall.  Currently, Mr. Morgan serves as chairman emeritus
      for the Company, and has done so since July 3, 1996, pursuant to the
terms of the Morgan Settlement Agreement.                     

           DAISY R. MORGAN is the wife of John H. Morgan, Jr.  Until
    April, 1995 she served as the Vice President of the Company.  From
   1982 to January, 1996 she served as a director of the Company, at
which time she appointed Mark Jones as a replacement director,
     pursuant to the terms of the 1993 Settlement Agreement.  Ms. Morgan
      served as manager of the St. George Hilton Inn for Resources Limited
     Partnership from November, 1979 through December, 1984.  Until May,
        1993, Ms. Morgan was also a co-general partner in the Tonaquint Indian
  Hills Limited Partnership.  Ms. Morgan is the Vice President and
    member of the Board of Directors of Morgan Gas & Oil Co., a former
affiliate and shareholder of the Company.                     

LYLE D. HURD, see description above.          

EXECUTIVE OFFICERS FOR THE PERIOD COVERED BY THIS REPORT      

         GERRY T. BROWN, 56, was appointed Vice President of the
        Company July 3, 1996.  He served as President of the Company from June
19, 1993 to July 3, 1996.                                     

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  Mr. Brown has been employed by the Company or its affiliates and
 related parties since March, 1985.  He has provided real estate
      planning, development and sales services for the Company, Tonaquint,
     Inc., the Company's wholly-owned subsidiary, and various affiliated
        partnerships.  Mr. Brown is currently the President of Tonaquint, Inc.
    Mr. Brown has assisted in land use planning, negotiating sales and
       financing arrangements, obtaining government approvals, arranging for
        construction contracts, and supervising the performance of engineering
 services as have been required in connection with the Company's
property development and sales.                               

           LADD WORTH ELDREDGE, 44, has been employed by the Company
   since July, 1994, and is the Secretary, Treasurer, CFO and office
       manager for the Company.  Mr. Eldredge was appointed Treasurer of the
   Company in November, 1994 and Secretary and CFO of the Company in
       November, 1995.  Prior to his employment by the Company, Mr. Eldredge
        was the Chief Accountant at the Peppermill Resort in Mesquite, Nevada,
  a position he held for two years.  Mr. Eldredge has a Masters of
Accountancy degree from Southern Utah University.             

            ROBERT D. WOLFF, 56, became CEO of the Company on or about
        July 1, 1995, pursuant to the terms of the Wolff Employment Agreement.
       Mr. Wolff ceased to be the CEO of the Company when the Share Exchange
Agreement was rescinded on April 25, 1996.                    

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.                        

   Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten   
percent of a registered class of the Company's equity securities, to file with  
the Securities and Exchange Commission initial reports of ownership and reports 
of changes in ownership of Common Stock and other equity securities of the      
Company.  Officers, directors and greater than ten percent shareholders are     
required by SEC regulation to furnish the Company with copies of all Section    
16(a) forms they file.                                                          

     To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other 
reports were required, during the two fiscal years ended December 31, 1995, the 
Company's officers, directors and greater than ten-percent beneficial owners    
complied with all applicable Section 16(a) filing requirements, except for the  
following individuals with respect to the following forms:                      

R. Dee Erickson, Forms 4 and 5; 
E. Jay Sheen,  Forms 4 and 5;   
Robert D. Wolff,  Forms 4 and 5;
Lyle Hurd, Form 5; and          
Gerry Brown, Form 5.            

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ITEM 10.  EXECUTIVE COMPENSATION                              

                                                                [Download Table]

EXECUTIVE OFFICERS                                          
------------------                                          
 NAME                 POSITION                           AGE
 ----                 --------                           ---
                                                            
 John Fife            Chairman of the Board, Chief        35
                      Executive Officer, President and      
                      Director                              

 Robert D. Wolff      Former CEO                          56

 E. Jay Sheen         Former Recorder of Minutes and      42
                      Former Director                       

 R. Dee Erickson      Former Chairman of the Board and    53
                      Former Director                       

 Lyle Hurd            Former Director of Marketing and    60
                      Director                              

 Ladd Worth Eldredge  CFO, Secretary Treasurer            44

 Gerry T. Brown       Former President and current Vice   56
                      President                             

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EXECUTIVE COMPENSATION                                                          

        The following table summarizes the compensation for Robert D. Wolff as
the CEO of the Company 1995, and John Fife as the CEO of the Company in 1996,   
E. Jay Sheen, R. Dee Erickson, Lyle Hurd, Ladd Worth Eldredge and Gerry T.      
Brown.                                                                          

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                      ANNUAL COMPENSATION                  AWARDS                     
                                      -------------------                  ------                     
NAME AND                                                        SHARES                                
PRINCIPAL               FISCAL                                 UNDERLYING         ALL OTHER           
POSITION                 YEAR        SALARY          BONUS      OPTIONS          COMPENSATION         
--------                 ----        ------          -----      -------          ------------         
                                                                                                      
John Fife, CEO,          1996     $200,000(1)          -           -                  -               
President, Chairman                                                                                   
of the Board and                                                                                      
Director                                                                                              

Robert D. Wolff,      June 1995-  $125,000(2a)     $25,000/        -                  -               
Former CEO(2)         April 1996                  quarter(2b)                                         

E. Jay Sheen, Former     1995        $6,000            -         8,000              $298,066 (3) (3a) 
Recorder of Minutes      1994        $6,000            -         9,000              $101,704 (4)      
and Former Director      1993          -               -                                -             

R. Dee Erickson,         1995        $6,000            -         8,000               $106,600 (5) (5a)
Former Chairman of       1994          -               -         9,000               $12,400 (6)      
the Board and Former     1993          -               -                                -             
Director                                                                                              

Lyle Hurd, Former        1995       $30,000            -         8,000               $24,615 (7)      
Director of              1994          -               -         9,000               $18,340 (8)      
Marketing and            1993          -               -                                -             
Director                                                                                              

Ladd Worth Eldredge,     1995       $34,583            -           -                  -               
CFO, Secretary and       1994       $12,550          $500          -                  -               
Treasurer                1993          -               -           -                  -               

Gerry T. Brown,          1995       $70,000            -         8,000                $8,237 (9)      
Former President and     1994       $70,000         $1,000       9,000               $14,412(10)      
Vice President           1993       $70,000            -           -                  $9,766(11)      

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    (1)     Pursuant to the terms of the Stock Purchase Agreement, the
Company and Mr. Fife agreed to enter into an employment agreement to provide    
for, among other things, (i) the employment of Mr. Fife as President, Chief     
Executive Officer, and Chairman of the Board of the Company, and (ii) an annual 
compensation to be paid to Mr. Fife of no more than $200,000 for any year       
during the employment period.  At this time no employment agreement has been    
entered into with Mr. Fife.                                                     

    (2)     Mr. Wolff served as the CEO of the Company during the term
that the Share Exchange Agreement was in place, July 1, 1995 through April 25,  
1996.                                                                           

  (2a)    Mr. Wolff actually received approximately $57,292 as his
pro-rated portion for 1995.                                                     

  (2b)    Mr. Wolff actually received approximately $45,833 as his
pro-rated portion for 1995.                                                     

       (3)     Mr. Sheen, in addition to providing services as a recorder of
the minutes, served as a director of the Company, for which he received fees in 
the amount of $2,600; and his law firms served as legal counsel to the Company, 
for which his respective law firms were paid approximately $191,466 in 1995.    
Mr. Sheen also received 38,000 shares of the Company's stock and $104,000 for   
services performed with respect to the Share Exchange Agreement.                

      (3a)    The market value of the 38,000 shares of the Company's stock
received by Mr. Sheen in 1995 is not included in the column.                    

   (4)     Mr. Sheen received fees as director of the Company in the
amount of $2,400.  Mr. Sheen's law firm also served as legal counsel to the     
Company for which his law firm was paid approximately $99,304 in 1994.          

   (5)     Mr. Erickson received $2,600 in directors fees and 38,000
shares of the Company's stock and $104,000 for services performed with respect  
to the Share Exchange Agreement in 1995.                                        

      (5a)    The market value of the 38,000 shares of the Company's stock
received by Mr. Sheen in 1995 is not included in the column.                    

        (6)     Mr. Erickson received $2,400 in directors fees and $10,000 for
consulting services rendered.                                                   

      (7)     In 1995, Mr. Hurd received $2,600 in directors fees, $13,750
in consulting fees and an additional $8,265 was paid by the Company to St.      
George Magazine for advertising.  Mr. Hurd is the owner of Hurd Owens Hafen     
Inc., which publishes St. George Magazine.                                      

       (8)     In 1994, Mr. Hurd received $2,400 in directors' fees, $12,500
in consulting fees and $3,440 was paid to St. George Magazine for advertising.  
Mr. Hurd is the owner of Hurd Owens Hafen, Inc., which publishes St. George     
Magazine.                                                                       

     (9)     Mr. Brown received $8,237 in commissions from sales of real
estate.                                                                         

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      (10)    Mr. Brown received $14,412 in commissions from sales of real
estate.                                                                         

     (11)    Mr. Brown received $9,766 in commissions from sales of real
estate.                                                                         

       The following table shows the total number of options granted to each
of the named persons during 1995 (both as the number of shares of Common Stock  
subject to such options and as a percentage of all options granted to employees 
during 1995) and, for each of these grants, the exercise price per share of     
Common Stock and option expiration date.                                        

OPTION/SAR GRANTS IN LAST FISCAL YEAR 

                                                                [Download Table]

                          NUMBER OF        % OF TOTAL                             
                         SECURITIES       OPTIONS/SARS                            
                         UNDERLYING        GRANTED TO   EXERCISE OR               
                        OPTIONS/SARS      EMPLOYEES IN  BASE PRICE      EXPIRATION
NAME                     GRANTED (#)       FISCAL YEAR    ($/SH)           DATE   
----                     -----------       -----------    ------        ----------
                                                                                  
IMCC(1)                150,000 or more        (3)         $3.35        2006       
                     (50.5% interest)(2)                                          

Robert D. Wolff               -                 -          -             -        

R. Dee Erickson           8,000(4)             16.7%      $2.50      4/7/2004     

Lyle Hurd                 8,000(4)             16.7%      $2.50      4/7/2004     

Ladd Worth Eldredge           -                 -          -             -        

Gerry Brown               8,000(4)             16.7%      $2.50      4/7/2004     

E. Jay Sheen              8,000(4)             16.7%      $2.50      4/7/2004     

---------------------------                                                     
(1)      John Fife, CEO of the Company is the sole shareholder of IMCC.         

(2)      For a more detailed description of the IMCC Option, see "ITEM 1        
   DESCRIPTION OF BUSINESS/Stock Purchase Agreement - July 3, 1993."

(3)      This option was not granted as a part of John Fife's employment.       

(4)      The option granted was made pursuant to the Company's 1994 Stock       
Option Plan, described below.  The plan was approved by the   
     shareholders in January 1995.  None of these options were exercised
        during 1995.  All of these presently exercisable options are above the
market price of the underlying Common Stock.                  

No SARs were outstanding in 1995 and 1996.                    

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      The Company has no long-term incentive compensation plans other than
the 1994 Stock Option Plan described herein.  Gerry Brown, as the former        
President of the Company, is a participant in the Company's 1994 Stock Option   
Plan.  Under the Plan, each of the six individuals were granted options for     
25,000 shares of the Company's Common Stock, pursuant to the terms of a         
Non-Qualified Stock Option Agreement between each person and the Company, dated 
April 7, 1994.  The option exercise price is $2.50 per share, the market price  
of the stock on the date of grant.  Each of the granted options vest as         
follows: (a) 9,000 shares on the date of the Option Agreement; and (b) 8,000    
shares on each of the next two anniversary dates of the Agreement (April 7,     
1995, and April 7, 1996).                                                       

    URI and its subsidiary currently employ Gerry Brown on a full time
basis, to act as the Vice President of the Company where he provides real       
estate planning, development and sales services for the Company, Tonaquint,     
Inc., the Company's wholly-owned subsidiary, and various affiliated             
partnerships.  Mr. Brown is currently the President of Tonaquint, Inc., where   
he assists in land use planning, negotiating sales and financing arrangements,  
obtaining government approvals, arranging for construction contracts, and       
supervising the performance of engineering services as have been required.  The 
Company executed and presented Mr. Brown with a three year employment agreement 
on June 28, 1995, which employment agreement remains unexecuted by Mr. Brown.   
Mr. Brown received compensation from the Company during the years 1993, 1994    
and 1995, as set forth on the Summary Compensation Table on page 31.            

DIRECTORS COMPENSATION                                                          

      Each director receives $200 per director's meeting.  Also, directors
who travel out of town to attend the meetings are, upon Board approval,         
reimbursed for their travel, lodging and meals.  During 1995 through August 24  
1996, the directors served pursuant to the 1993 Settlement Agreement.  The 1993 
Settlement Agreement was terminated on August 29, 1996.                         

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT                                                                      

The following table sets forth, as of October 8, 1996, certain
information regarding the beneficial ownership of the Company's Common Stock    
by:  (1) each of the current directors of the Company; (2) each of the          
Company's current executive officers; and (3) the Company's directors and       
officers as a group.                                                            

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UTAH RESOURCES INTERNATIONAL, INC.
COMMON STOCK OWNERSHIP BY DIRECTORS AND NAMED EXECUTIVE OFFICERS
AS OF OCTOBER 8, 1996 

                                                        [Enlarge/Download Table]

                                                 BEFORE STOCK SPLIT           AFTER STOCK SPLIT*   
                                                             PERCENT OF                  PERCENT OF
  NAME OF BENEFICIAL                         NUMBER OF      OUTSTANDING  NUMBER OF      OUTSTANDING
  OWNER                      POSITION         SHARES          SHARES     SHARES           SHARES   
--------------------         --------        --------       -----------  --------       -----------
                                                                                                   
  David Fife                  Director               0             0%           0               0% 

  John Fife, as sole          Director,      1,275,912(1)       50.5%        1276**            52% 
  shareholder of IMCC         Chief                                                                
                              Executive                                                            
                              Officer,                                                             
                              President and                                                        
                              Chairman of                                                          
                              the Board                                                            

  Lyle Hurd                   Director           2,000(2)        .08%           2(3)          .08% 

  Mark Jones                  Director         326,310            13%         327**(3)         13% 
  Jenny Morgan                Director           9,523           .38%          10**(3)        .41% 

  Gerry Brown                 Vice               2,000(2)        .08%           2(3)          .08% 
                              President                                                            

  Ladd Worth Eldredge         CFO,                   0             0%           0               0% 
                              Secretary,                                                           
                              Treasurer                                                            
  DIRECTORS AND OFFICERS AS   Directors &    1,613,745(2)         64%       1,617              66% 
  A GROUP                     Officers                                                             
                              (7 persons)                                                          

*  Assumes No Small-Lot Shareholder exercises the Round Up Option, and no   
remaining shareholder elects to purchase the Returned Shares.               
** Assumes that Roundup Option is exercised by fractional shareholders.     
 (1)  IMCC also holds a ten year option to purchase 150,000 or more additional
shares of stock, so as to maintain its 50.5% interest in URI.               
 (2)  Lyle Hurd and Gerry Brown each contend that he was granted an option for
25,000 shares pursuant to the Share Exchange Agreement.  There is a dispute 
as to whether the option was granted.  This issue will be resolved following
an investigation in the coming year.                                        
(3)  In the event the proposed reverse split is effected, each of these     
individuals will be granted an option to purchase additional shares of URI's
stock pursuant to the terms of the Returned Shares Option.  For a more      
detailed description of this Returned Shares Option, see "ITEM 1 DESCRIPTION
OF BUSINESS/Stock Purchase Agreement - July 3, 1996."                       

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  The following table sets forth, as of December 31, 1995, certain
information regarding the beneficial ownership of the Company's Common Stock    
by:  (1) each of the current directors of the Company; (2) each of the          
Company's current executive officers; and (3) the Company's directors and       
officers as a group.                                                            

UTAH RESOURCES INTERNATIONAL, INC.
COMMON STOCK OWNERSHIP BY DIRECTORS AND NAMED EXECUTIVE OFFICERS
AS OF DECEMBER 31, 1995   

                                                                [Download Table]

                                                             PERCENT OF 
                                                NUMBER OF    OUTSTANDING
NAME OF BENEFICIAL OWNER  POSITION                SHARES       SHARES   
------------------------  --------              ---------    -----------
                                                                        
E. Jay Sheen              Director                40,000       2.161%   

R. Dee Erickson           Director                48,100       2.598%   

Lyle Hurd                 Director                 2,000(1)     .108%   

John H. Morgan, Jr.       Director                 1,916(2)     .104%   

Daisy R. Morgan           Director                38,617       2.086%   

Robert D. Wolff           CEO                    590,000(3)   31.871%   

Gerry Brown               President                2,000(1)     .108%   

Ladd Worth Eldredge       CFO, Secretary,              0           0%   
                          Treasurer                                     

DIRECTORS AND OFFICERS    Directors & Officers   722,633      39.036%   
AS A GROUP                (8 persons)                                   

 (1)  Lyle Hurd and Gerry Brown each contend that he was granted an option for
25,000 shares pursuant to the Share Exchange Agreement.  There is a dispute 
as to whether the option was granted.  This issue will be resolved following
an investigation in the coming year.                                        

(2)  As record holder only.                                                 

(3)  Mr. Wolff held these shares in joint tenancy with his wife, Judith J.  
Wolff.                                                            

PRINCIPAL STOCKHOLDERS                                                          

  The following table sets forth information as of October 8, 1996
regarding each person other than directors of the Company who were known by the 
Company to own beneficially more than 5% of the outstanding shares of Common    
Stock.  Each person named has sole voting and investment power with respect to  
the shares beneficially owned by such person.                                   

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UTAH RESOURCES INTERNATIONAL, INC.
5% OR GREATER BENEFICIAL OWNERS 
AS OF OCTOBER 8, 1996 

                                                                [Download Table]

                                NUMBER OF SHARES AND                    
       NAME AND ADDRESS OF            NATURE OF       PERCENT OF COMPANY
         BENEFICIAL OWNER         BENEFICIAL OWNER    SHARES OUTSTANDING
       -------------------      --------------------  ------------------
                                                                        
Inter-Mountain Capital                1,275,912             50.5%       
Corporation(1)                                                          

Mark Technologies Corporation2          326,310               13%       


(1)  John Fife, Director, President, CEO and Chairman of the Board of the       
Company, is the sole shareholder of Inter-Mountain Capital Corporation.         

(2)  Mark Jones, Director of the Company, holds 100 shares individually and an  
additional 326,210 shares in his capacity as the controlling shareholder of     
Mark Technologies Corporation.                                                  

    The following table sets forth information as of December 31, 1995
regarding each person other than directors of the Company who were known by the 
Company to own beneficially more than 5% of the outstanding shares of Common    
Stock.  Each person named has sole voting and investment power with respect to  
the shares beneficially owned by such person.                                   

UTAH RESOURCES INTERNATIONAL, INC.
5% OR GREATER BENEFICIAL OWNERS 
AS OF DECEMBER 31, 1995 

                                                                [Download Table]

                               NUMBER OF SHARES AND                    
       NAME AND ADDRESS OF           NATURE OF       PERCENT OF COMPANY
         BENEFICIAL OWNER        BENEFICIAL OWNER    SHARES OUTSTANDING
       --------------------    --------------------  ------------------
                                                                       
Mark Technologies Corporation         201,210             10.869%      

Robert D. Wolff and Judith J.         590,000             31.871%      
Wolff, as Joint Tenants                                                


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS      

    John H. Morgan, Jr., his wife, Daisy Morgan, the Estate of John H.
Morgan, Sr. and Morgan Gas & Oil Co., a company controlled by John H. Morgan,   
Jr., and other members of                                                       

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Mr. Morgan's family, have owned interests in several entities (mostly           
partnerships) in which the Company also owns interests or with which the        
Company has engaged in certain transactions.  Mr. Morgan is a co-personal       
representative of the Estate of John H. Morgan, Sr.  The sole beneficiary of    
the Estate of John H. Morgan, Sr. is the John H. Morgan Sr. Sheltered Trust, of 
which Mr. Morgan is a co-trustee and a beneficiary.  The Morgans and their      
affiliates' ownership in these partnerships was one of the subjects of the      
shareholders derivative lawsuit captioned as ERNEST MUTH, ET AL. V. JOHN        
MORGAN, JR. ET AL., which was filed as Civil Number L-87-1632 in the Third      
Judicial Court of Salt Lake County, Utah (the "First State Action").            

TONAQUINT-INDIAN HILLS LIMITED PARTNERSHIP                                      

       Tonaquint-Indian Hills was involved in developing condominiums in St.
George in the 1980's.  It has been inactive since before 1990, although it      
continues to hold liquid assets of approximately $15,500, which will be         
distributed when the partnership is dissolved.  Effective May 7, 1993, all of   
the partnership interests held by John H. Morgan, Jr., Daisy R. Morgan, Dawn    
Delvie, and the Estate of John H. Morgan, Sr.  were transferred to Utah         
Resources pursuant to the 1993 Settlement Agreement, aggregating 7.66% of the   
total partnership interests.  After that, Mr. and Mrs. Morgan's daughters and   
Mr. Morgan's other sisters continued to own approximately 8.5% of the           
partnership interests, the Estate of John H. Morgan, Sr. owned 1.255%, and      
Morgan Gas & Oil Co. owned 8.46%.                                               

    In the settlement of the shareholder's derivative lawsuit in 1993,
approximately $120,000 of the amounts paid to the plaintiffs for their          
attorneys fees came from the liquidation of the remaining assets in             
Tonaquint-Indian Hills Limited Partnership.  The partnership will be dissolved. 

RESOURCES LIMITED PARTNERSHIP (ST. GEORGE HILTON INN)                           

Effective May 1, 1993, URI owned 83.62% of Resources Limited  
Partnership, which owned and operated the St. George Hilton Inn.  On that date, 
all of the partnership interests held by John H. Morgan, Jr., Daisy R. Morgan,  
Dawn Delvie, and the Estate of John H. Morgan, Sr. were transferred to URI      
pursuant to the 1993 Settlement Agreement aggregating 10.2955% of the total     
partnership interests.  After that, Mr. and Mrs. Morgan's other sisters         
continued to own approximately .2% of the partnership interests, the Estate of  
John H. Morgan, Sr. owned .9765%, and Morgan Gas & Oil owned 7.49%              

  Effective May 1, 1993, the St. George Hilton Inn was sold to St.
George Inn L.C., an independent party.  From the proceeds of the sale allocable 
to the sale of the St. George Hilton Inn, Resources Limited Partnership has     
paid all of the monies owned to the Company for the various loans and advances  
made to Resources Limited Partnership by the Company.  Also, a portion of the   
purchase price was paid through the assumption by St. George Inn L.C. of the    
remaining obligations of Resources Limited Partnership on the notes described   
in the proceeding paragraph, and the Company and the other co-makers and        
guarantors were released.  Resources Limited Partnership will be dissolved.     

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SERVICE STATION LIMITED PARTNERSHIP #2                                          

 Effective May 1, 1993, URI owned 79% of Service Station Limited
Partnership, which owned and operated the Texaco Service Station next to the    
St. George Hilton Inn.  On that date, all of the partnership interests held by  
John H. Morgan, Jr. and one-half interests held by the Estate of John H.        
Morgan, Sr. were transferred to URI pursuant to the settlement of the           
shareholders derivative lawsuit, aggregating 12% of the total partnership       
interests.  After that, the Estate of John H. Morgan, Sr. continues to own 7%   
of the partnership interests and Morgan Gas & Oil Co. owns 14%.                 

   Morgan Gas & Oil Co. holds notes in the total principal amount of
$110,932 from the Service Station Partnership #2, ostensibly representing loans 
made by Morgan Gas & Oil to the partnership.  Morgan Gas & Oil claims the loans 
are overdue.  However, since the transactions were between related parties, all 
of whom were controlled by John H. Morgan, Jr. at the time of the transactions, 
and since the Company also advanced funds to the Service Station, the Company   
is performing an internal audit to verify the legitimacy of the losses and      
their proper characterization, before it determines whether to acknowledge and  
pay the debt.  These notes payable are included in net assets of discontinued   
operations.                                                                     

COUNTRY CLUB PARTNERSHIP                                                        

 In the mid-1980s, the Country Club Partnership, together with a
partnership owned by two unrelated persons, owned approximately 6.9 acres of    
real property contiguous to the Southgate Golf Course, next to the St. George   
Hilton Inn.  Effective May 1, 1993, all of the partnership interests held by    
John H. Morgan, Jr., Daisy R. Morgan, Dawn Delvic, and the Estate of John H.    
Morgan, Sr. were transferred to URI pursuant to the 1993 Settlement Agreement,  
aggregating 9.2% of the total partnership interests.  Thereafter, the John H.   
Morgan, Sr. Sheltered Trust continued to own 4.2% of the partnership interests, 
and Morgan Gas & Oil Co. owned 8.4%.  The partnership is in dissolution.        

SOUTHGATE PLAZA                                                                 

        URI owns 52.5% of the partnership interests in Southgate Plaza Limited
Partnership, which is one of three general partners in Southgate Plaza General  
Partnership.  The general partnership is involved in real property development  
activities in St. George, comprised mostly of selling its undeveloped           
properties for commercial development.  Before May 1, 1993, the Company's       
ownership interest was 33.33%.  After that date, interests held by John H.      
Morgan, Jr., Daisy R. Morgan, Dawn Delvie, and the John H. Morgan, Sr.          
Sheltered Trust were transferred to URI pursuant to the 1993 Settlement         
Agreement, aggregating 19.16% of the total partnership interests.               

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SOUTHGATE PALMS                                                                 

Prior to May 1, 1993, URI and Tonaquint, Inc. owned 98% of the
partnership interests in Southgate Palms Limited Partnership, which was one of  
the three general partners of the Southgate Palms General Partnership, formed   
to conduct real property development activities in St. George in the mid-1980s. 
Effective May 1, 1993, the 2% partnership interests held by Mr. and Mrs. Morgan 
were transferred to URI pursuant to the 1993 Settlement Agreement, resulting in 
the dissolution of the partnership.                                             

SOUTHGATE PARTNERSHIP TRANSACTIONS                                              

    The Company, John H. Morgan, Jr. and Daisy R. Morgan have signed a
number of notes as general partner, co-makers or guarantors, the proceeds of    
which were used by the three Southgate general partnerships discussed above.    
The balance of the only remaining bank note of approximately $396,000 was paid  
in full during 1993, and was extinguished during 1994.  Payments on this note,  
as well as other expenses of the Southgate general partnerships are made in     
equal thirds between the respective limited partnerships, and Mike Hughes and   
the Estate of Ralph O.  Brown, the other two general partners in the Southgate  
general partnerships.  The limited partnerships' shares of such payments are    
made by the Company and its subsidiary.                                         

MARK G. JONES TRANSACTIONS                                                      

   On December 22, 1995, Mark Technologies Corporation, a California
corporation ("MTC") which is a wholly owned subsidiary of METC, Inc., a         
California corporation ("METC") whose controlling shareholder and board member  
is Mark G. Jones (a director of the Company), acquired 201,210 shares of common 
stock of the Company from Morgan Gas & Oil Co., in consideration for the pay    
down of a promissory note dated as of January 1, 1995 associated with the sale  
of a limited partnership interest in a California limited partnership owned by  
MTC.  The promissory note issued by Morgan Gas & Oil Co. to MTC was credited by 
the amount of $603,630 ($3.00 per share) as consideration of the transfer of    
the 201,210 shares of URI Common Stock to MTC.  One hundred (100) shares of URI 
Common Stock were previously acquired by Mark G. Jones, by gift from JH Morgan  
and DR Morgan on May 9, 1995.                                                   

     Subsequent to the period covered by this report, on April 20, 1996,
Mark Technologies Corporation, a California corporation ("MTC") which is a      
wholly owned subsidiary of METC, Inc., a California corporation ("METC") whose  
controlling shareholder and board member is Mark G.  Jones, acquired 125,000    
shares of URI stock from the Morgan Charitable Trust.  A promissory note was    
issued to the Morgan Family Charitable Trust by MTC in the principal amount of  
$375,000 ($3.00 per share) as the entire consideration received for the         
transfer of the 125,000 shares of URI stock.  The promissory note is secured by 
certain project revenues otherwise payable to a wholly-owned subsidiary of      
METC.                                                                           

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JOHN FIFE TRANSACTION                                                           

    Subsequent to the period covered by this report, John Fife, as the
sole shareholder of IMCC, acquired a 50.5% interest in the Company on July 3,   
1996.  For a more detailed description of this acquisition see "ITEM 1          
DESCRIPTION OF BUSINESS/Stock Purchase Agreement -- July 3, 1996."              

SHARE EXCHANGE AGREEMENT TRANSACTION                                            

  On June 13, 1995 the Company consummated the exchange of 590,000
shares of its common stock in exchange for the receipt of all issued and        
outstanding stock of Midwest (the "Share Exchange Agreement").  Midwest was     
wholly owned by Robert D. Wolff, subsequent CEO of the Company, and Judith J.   
Wolff.  Among other things, the Share Exchange Agreement provided for the       
payment of compensation, for services rendered, by the Company to R. Dee        
Erickson and E. Jay Sheen (both directors of the Company) in the amount of      
38,000 shares each of the Company's Common Stock and $104,000 each.  For a more 
detailed description of the Share Exchange Agreement, see "ITEM 1 DESCRIPTION   
OF BUSINESS/Share Exchange Agreement."                                          

1996 SETTLEMENT AGREEMENT TRANSACTION AND RELATED TRANSACTIONS                  

        The following amounts were paid through August 14, 1996 by the Company
in connection with the 1996 Settlement Agreement, the Morgan Settlement         
Agreement and the IMCC Stock Purchase Agreement:                                

        Hunter & Brown, approximately $34,843.08, as legal counsel for Mark G.
Jones, director of the Company;                                                 

 Campbell, Maack & Sessions, approximately $167,987.68, as legal
counsel, as follows, $81,000 for legal services performed for Anne and Victoria 
Morgan, daughters of John H. Morgan, Jr. and Daisy R. Morgan, both directors of 
the Company in 1995, pursuant to the 1996 Settlement Agreement with the balance 
of $86,987.68 for services performed as legal counsel for Mark Technologies     
Corporation, a corporation controlled by Mark G. Jones, director of the Company;

  Dorton, Jones, Nicolatus & Stuart Inc., approximately $4,225, as
experts for Mark Technologies Corporation, a corporation controlled by Mark G.  
Jones;                                                                          

        Mark Technologies Corporation, approximately $10,090.03, a corporation
controlled by Mark G. Jones, a director of the Company, for a retainer paid to  
Dorton, Jones, Nicolatus & Stuart, Inc. and for certain out-of-pocket expenses; 

       Victoria Morgan, daughter of John H. Morgan, Jr. and Daisy R. Morgan,
in the amount of $58,966.70 for repurchase of all shares owned in the Company   
by Ms. Morgan;                                                                  

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      Anne Morgan, daughter of John H. Morgan, Jr. and Daisy R. Morgan, in
the amount of $76,882.50 for a repurchase of all shares owned in the Company by 
Ms. Morgan;                                                                     

    John H. Morgan, Jr., in the amount of $89,229.81, representing the
total monetary judgment collected from him by the Company pursuant to the       
Murphy Order and all amounts covered by the Order regarding Stay of Execution   
and Acceptance of Undertaking under the Murphy Order;                           

  Robinson & Sheen, L.L.C. $76,133.54, as counsel for the Company;

     Jardine, Linebaugh & Dunn, approximately $22,732.97, as counsel for
the Company;                                                                    

       Wildman, Harrold, Allen & Dixon, approximately $72,433.52, as counsel
for IMCC, a company wholly owned by John Fife, director, CEO, President and     
Chairman of the Board of the Company;                                           

    Giauque, Crockett, Bendinger & Peterson, $22,391.68, as local Utah
counsel for IMCC, a company wholly owned by John Fife, director, CEO, President 
and Chairman of the Board of the Company;                                       

     IMCC, a company wholly owned by John Fife, director, CEO, President
and Chairman of the Board of the Company, approximately $5,014.79 for           
reimbursement of the retainer to Giauque, Crockett, Bendinger & Peterson; and   

        Brown Wright & Associates, approximately $19,937.45 as experts for the
Company.                                                                        

LEGAL REPRESENTATION OF THE COMPANY                                             

    During 1994 and 1995, the law firms of Moyle Draper and Robinson &
Sheen, L.L.C. provided legal representation to the Company.  E. Jay Sheen, a    
former director of the Company, was a partner at Moyle Draper and currently is  
a partner at Robinson & Sheen.  During 1994, Moyle Draper received              
approximately $99,304 in legal fees.  During 1995, Robinson & Sheen received    
approximately $144,800.29 in legal fees and Moyle Draper received approximately 
$46,666 in legal fees.                                                          

COMMISSION AND CONSULTING FEES                                                  

1994                                                          

   During 1994, Lyle Hurd and R. Dee Erickson, both directors of the
Company, received consulting fees from the Company in the amounts of $12,500    
and $10,000, respectively.  An additional $3,440 was paid by the Company to St. 
George Magazine for advertising.  Mr. Hurd, who also served as Director of      
Marketing of the Company, is the owner of Hurd Owens Hafen,                     

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Inc., which publishes St. George Magazine.  In 1994, Gerry Brown, President of  
the Company, received $14,412 in commissions for sales of real estate.          

1995                                                          

   During 1995, Lyle Hurd, a director of the Company and Director of
Marketing, received $13,750 in consulting fees.  An additional $8,265 was paid  
by the Company to St. George Magazine for advertising.  Mr. Hurd, who also      
served as Director of Marketing of the Company, is the owner of Hurd Owens      
Hafen, Inc., which publishes St. George Magazine, among others.  In 1995, Gerry 
Brown, the President of the Company, received $8,327 in commissions.            

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                    

(a)     Exhibits - See Exhibit Index below.                   

        (b)     Reports on Form 8-K -- The registrant filed no reports on Form
               8-K during the last quarter of the fiscal year ended December
31, 1995.                                     

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EXHIBIT INDEX                                                                   

ANNUAL REPORT ON FORM 10-KSB - 1995                                             
UTAH RESOURCES INTERNATIONAL, INC.                                              
SEC FILE NO.                                                                    

                                                        [Enlarge/Download Table]


EXHIBIT NO. EXHIBIT DESCRIPTION            LOCATION/INCORPORATION BY REFERENCE                                         

                                                                                                                       
2.1         Share Exchange Agreement        Incorporated by reference to Exhibit 3 to Form 8-K as filed July 20, 1995  

2.2         Stock Purchase Agreement        Incorporated by reference to Exhibit 1 to Form 13D-A as filed              
                                            September 9, 1996                                                          

3.1         Articles of Incorporation of    Incorporated by reference to Exhibit 3.A to the Company's registration     
            Utah Resources International,   statement on Form 10 as filed June 22, 1981                                
            Inc.                                                                                                       

3.2         Bylaws of Utah Resources        Incorporated by reference to Exhibit 3.B to the Company's registration     
            International, Inc.             statement of form 10-KSB as filed June 22, 1981                            

            Amendment of bylaws dated       Incorporated by reference to Exhibit 3.3 to the Company's Annual Report of 
            November 17, 1992               Form 10-KSB for the year ended December 31, 1992                           

3.4         Amendment of Bylaws -           Incorporated by reference to Exhibit 3.4 to the Company's Annual Report of 
            December, 1994                  Form 10-KSB for the year ended December 31, 1994                           

3.5         Amendment to Articles of        Incorporated by reference to Exhibit 3.5 to the company's Annual report of 
            Incorporation adopted by        Form 10-KSB for the year ended December 31, 1994                           
            shareholders January 26, 1995                                                                              

10.1        B & E Securities Profit         Incorporated by reference to Exhibit 10 to the Company's registration      
            Sharing Agreement               statement on Form 10 as amended and filed May 20, 1982                     

10.2        Southgate Palms Partnership     Incorporated by reference to Exhibit 10.2 to the Company's Annual Report on
            Agreement                       Form 10-KSB for the year ended December 31, 1986                           

10.3        Southgate Palms Plaza Limited   Incorporated by reference to Exhibit 10.3 to the Company's Annual Report on
            Partnership Agreement           Form 10-KSB for the year ended December 31, 1986                           

10.4        Southgate Plaza Partnership     Incorporated by reference to Exhibit 10.4 to the Company's Annual Report on
            Agreement                       Form 10-KSB for the year ended December 31, 1986                           


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EXHIBIT NO. EXHIBIT DESCRIPTION              LOCATION/INCORPORATION BY REFERENCE                                         
                                                                                                                         

10.5        Southgate Plaza Limited          Incorporated by reference to Exhibit 10.5 to the Company's Annual Report on 
            Partnership Agreement            Form 10-KSB for the year ended December 31, 1985                            

10.6        Southgate Resort Partnership     Incorporated by reference to Exhibit 10.6 to the Company's Annual Report on 
            Agreement                        Form 10-KSB for the year ended December 31, 1985                            

10.7        Southgate Resort Limited         Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on 
            Partnership Agreement            Form 10-KSB for the year ended December 31, 1985                            

10.8        Resources Limited Partnership    Incorporated by reference to Exhibit 10.8 to the Company's Annual Report on 
            Agreement with amendments        Form 10-KSB for the year ended December 31, 1985                            

10.9        Tonaquint-Indian Hills Limited   Incorporated by reference to Exhibit 10.9 to the Company's Annual Report on 
            Partnership Agreement            Form 10-KSB for the year ended December 31, 1985                            

10.10       Lease Agreement - Court Club     Incorporated by reference to Exhibit 10.10 to the Company's Annual Report on
            Property                         Form 10-KSB for the year ended December 31, 1985                            

10.11       Service Station Limited          Incorporated by reference to Exhibit 10.11 to the Company's Annual Report on
            Partnership #2-Partnership       Form 10-KSB for the year ended December 31, 1986                            
            Agreement                                                                                                    

10.20       Settlement Agreement dated       Incorporated by reference to Exhibit 10.20 to the Company's Annual Report on
            July 31, 1989, with C.E.C.       Form 10-KSB for the year ended December 31, 1989                            
            Industries Corp.                                                                                             

10.21       Addendum to Settlement           Incorporated by reference to Exhibit 10.21 to the Company's Annual Report on
            Agreement with C.E.C.            Form 10-KSB for the year ended December 31, 1989                            
            Industries Corp.                                                                                             

10.22       Option Agreement dated           Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on
            November 29, 1989 re: C.E.C.     Form 10-KSB for the year ended December 31, 1989                            
            Industries Corp.                                                                                             

10.23       Trust Deed Note dated November   Incorporated by reference to Exhibit 10.23 to the Company's Annual Report on
            29, 1989 re: C.E.C.              Form 10-KSB for the year ended December 31, 1989                            
            Industries Corp.                                                                                             

10.24       Trust Deed dated November 29,    Incorporated by reference to Exhibit 10.24 to the Company's Annual Report on
            1989 re: C.E.C. Industries       Form 10-KSB for the year ended December 31, 1989                            
            Corp.                                                                                                        

10.25       Mutual Releases re: C.E.C.       Incorporated by reference to Exhibit 10.25 to the Company's Annual Report on
            Industries Corp.                 Form 10-KSB for the year ended December 31, 1989                            

10.26       Mutual Release re: Counterclaim  Incorporated by reference to Exhibit 10.26 to the Company's Annual Report on
                                             Form 10-KSB for the year ended December 31, 1989                            


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                                                        [Enlarge/Download Table]


EXHIBIT NO.   EXHIBIT DESCRIPTION                 LOCATION/INCORPORATION BY REFERENCE                                         
                                                                                                                              

10.27        Dissolution Agreement dated         Incorporated by reference to Exhibit 10.27 to the Company's Annual Report on 
             April 28, 1989 re: Southgate        Form 10-KSB for the year ended December 31, 1989                             
             Palms                                                                                                            

10.28        Promissory Note dated March 29,     Incorporated by reference to Exhibit 10.28 to the Company's Annual Report on 
             1991 executed by Resources          Form 10-KSB for the year ended December 31, 1990                             
             Limited Partnership                                                                                              

10.29        Deed of Trust dated March 29, 1991  Incorporated by reference to Exhibit 10.29 to the Company's Annual Report on 
             executed by Resources Limited       Form 10-KSB for the year ended December 31, 1990                             
             Partnership                                                                                                      

10.30        Settlement Agreement dated April    Incorporated by reference to Exhibit 10.30 to the Company's Annual Report on 
             6, 1993**                           Form 10-KSB for the year ended December 31, 1992                             

10.31        Real Estate Contract dated May 3,   Incorporated by reference to Exhibit 10.31 to the Company's Annual Report on 
             1993 between Resources Limited      Form 10-KSB for the year ended December 31, 1992                             
             Partnership, Tonaquint, Inc., and                                                                                
             St. George Inn, L.C.                                                                                             

10.32        Options Contract dated May 21,      Incorporated by reference to Exhibit 10.32 to the Company's Annual Report on 
             1993, between Service Station       Form 10-KSB for the year ended December 31, 1992                             
             Limited Partnership #2 and St.                                                                                   
             George Inn, L.C.                                                                                                 

10.33        Assignment of Partnership and       Incorporated by reference to Exhibit 10.33 to the Company's Annual Report on 
             Limited Partnership Interests       Form 10-KSB for the year ended December 31, 1992                             
             dated May 7, 1993                                                                                                

10.34        Share Exchange Agreement            Incorporated by reference to Exhibit 3 to Form 8-K as filed July 20, 1995    

10.35        Stock Purchase Agreement            Incorporated by reference to Exhibit 1 to Form 13D-A as filed September      
                                                 9, 1996                                                                      

10.36       Splitoff Agreement                   Incorporated by reference to Exhibit 10.36 to Form 10-KSB as filed January 8,
                                                 1997                                                                         

10.37       Morgan Settlement Agreement          Incorporated by reference to Exhibit 10.37 to Form 10-KSB as filed January 8,
                                                 1997                                                                         

10.38       1996 Settlement Agreement            Incorporated by reference to Exhibit 10.38 to Form 10-KSB as filed January 8,
                                                 1997                                                                         

21          List of Subsidiaries                 Incorporated by reference to Exhibit 21 to the Company's Annual Report on    
                                                 Form 10-KSB for the year ended December 31, 1992                             

27          Financial Data Schedule              Filed Herein                                                                 

------------------------------                                                  
** Confidential treatment has been granted with respect to information          
contained in this exhibit.                                                

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SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

                                              Utah Resources International, Inc.

Date:     11/12/97                            By:  /s/ John Fife                
       -----------------                        ----------------------------
                             John Fife
                                               Its Director, President and
                                                  Chairman of the Board, and CEO

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UTAH RESOURCES
INTERNATIONAL, INC. 

CONSOLIDATED FINANCIAL STATEMENTS 

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UTAH RESOURCES INTERNATIONAL, INC.    
AND SUBSIDIARIES    

CONSOLIDATED FINANCIAL STATEMENTS   

CONTENTS    

                                                                [Download Table]

                                                         PAGE 
                                                         ---- 
                                                              
Independent Auditors' Report                              F-1 

Balance sheet, December 31, 1994                          F-2 

Statements of operations for the years                        
ended December 31, 1994 and 1993                          F-3 

Statement of stockholders' equity for the                     
years ended December 31, 1994 and 1993                    F-4 

Statement of cash flows for the years ended                   
December 31, 1994 and 1993                                F-5 

Notes to consolidated financial statements                F-7 

Independent Auditors' Report                              F-18

Consolidated balance sheet, December 31, 1995             F-19

Consolidated statements of operations for the years           
ended December 31, 1995 and 1994                          F-20

Consolidated statements of stockholders' equity for the       
years ended December 31, 1995 and 1994                    F-21

Consolidated statement of cash flows for the years            
ended December 31, 1995 and 1994                          F-22

Notes to consolidated financial statements                F-24


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                                                            Salt Lake City, Utah

INDEPENDENT AUDITORS' REPORT  

TO THE BOARD OF DIRECTORS OF                                                    
UTAH RESOURCES INTERNATIONAL, INC.,                                             
AND SUBSIDIARIES                                                                

We have audited the accompanying consolidated balance sheet of Utah   
Resources International, Inc., and subsidiaries at December 31, 1994 and the    
related consolidated statements of operations, stockholders' equity and cash    
flows for the two years then ended. These consolidated financial statements     
are the responsibility of the Company's management. Our responsibility is to    
express an opinion on these consolidated financial statements based on our      
audits.                                                                         

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the consolidated financial            
statements are free of material misstatement. An audit includes examining, on   
a test basis, evidence supporting the amounts and disclosures in the            
consolidated financial statements. An audit also includes assessing the         
accounting principles used and significant estimates made by management, as     
well as evaluating the overall financial statement presentation. We believe     
that our audits provide a reasonable basis for our opinion.                     

 In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position   
of Utah Resources International, Inc., and subsidiaries as of December 31,      
1994 and the results of their operations and their cash flows for the two       
years ended December 31, 1994, in conformity with generally accepted            
accounting principles.                                                          

                                              /s/ Tanner + Co.
                                              ----------------
                                          Tanner + Co.

March 24, 1995                                                                  
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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

CONSOLIDATED BALANCE SHEET  

ASSETS  

DECEMBER 31, 1994   

                                                                [Download Table]


     ASSETS                                                     
     ------                                                     
                                                                
Cash and cash equivalent                              $2,138,795
Accounts receivable                                      254,312
Note receivable from related party                        10,899
Notes receivable                                         200,267

Property and equipment, net of                                  
 accumulated depreciation and                                   
 amortization of $42,098                                  30,027

Real estate held for resale                              627,214
Royalty interest in petroleum and mineral                       
 production, net of amortization of $37,687               12,523
Other assets                                              19,799
                                                         -------
                                                      $3,293,836
                                                      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY                            
------------------------------------                            

Accounts payable                                      $  160,534
Accrued expenses                                         291,331
Earnest money deposits                                    36,000
Notes payable                                            657,545
Income taxes payable                                         201
Deferred income taxes                                    300,000
                                                       ---------
Total liabilities                                      1,445,611
                                                       ---------
Minority interest                                        183,121

Commitment and contingencies                                   -

Stockholders' equity:                                           
 Common stock; par value $.10 per share,                        
   5,000,000 shares authorized,                                 
   1,284,027 shares issued and outstanding               128,403
Additional paid-in capital                               127,174
Retained earnings                                      1,409,527
                                                       ---------

Total stockholders' equity                             1,665,104
                                                       ---------
                                                      $3,293,836
                                                      ==========

See accompanying notes to consolidated financial statements.                    

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

CONSOLIDATED STATEMENTS OF OPERATIONS   

                                                                [Download Table]

                                                         YEARS ENDED     
                                                         DECEMBER 31,    
                                                         -----------     
                                                     1994           1993 
                                                     ----           ---- 
                                                                         
Sales                                         $ 2,274,222        758,114 

Cost of sales                                     567,453        113,396 
                                                ---------        ------- 
        Gross profit                            1,706,769        644,718 

General and administrative expenses               678 368        628,462 
                                                ---------        ------- 

        Income from operations                  1,028,401         16,256 
                                                ---------        ------- 
Other income (expense):                                                  
   Rental income                                   32,183         87,904 
   Royalty income                                  92,455         98,554 
   Interest and dividend income                    50,458         52,109 
   Interest expense                               (60,020)       (64,837)
   Litigation settlement                                -       (690,000)
   Other income (expense)                         (18,074)         9,430 
                                                ---------        ------- 

        Total other income (expense)               97,002       (506,840)
                                                ---------        ------- 
Income (loss) before minority interest and                               
 provision for income taxes                     1,125,403       (490,584)

Minority interest in net income of subsidiaries    29,109            380 
                                                ---------        ------- 

Income (loss) before provision for income taxes 1,154,512       (490,204)

Income tax (provision) benefit                   (436,000)       144,000 
                                                ---------        ------- 

Income (loss) from continuing operations          718,512       (346,204)

Discontinued operations:                                                 
   Income from discontinued operations                  -          7,878 
   (Loss) income from disposal of discontinued                           
      operations net of income taxes (benefit)                           
      expense of $(16,000) and $82,000            (31,416)       160,867 
                                                ---------        ------- 

         Total discontinued operations            (31,416)       168,745 
                                                ---------        ------- 

Netincome(loss)                                  $687,096       (177,459)
                                                =========        ======= 

Earnings (loss) per share                            $.54           (.12)
                                                     ====           ==== 

See accompanying notes to consolidated financial statements.                    

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  

YEARS ENDED DECEMBER 31, 1994 AND 1993  

                                                        [Enlarge/Download Table]


                                                       ADDITIONAL                                           
                                         COMMON STOCK   PAID-IN        RETAINED             TREASURY        
STOCK                           SHARES       AMOUNT      CAPITAL       EARNINGS      SHARES         AMOUNT  
-----                           ------       ------      -------       ---------     ------         ------  
                                                                                                            
Balance, January 1,1993      2,205,822     $220,582      730,913       899,890       654,795        713,918 
Treasury shares cancelled     (654,795)     (65,479)    (648,439)            -      (654,795)      (713,918)
Common stock acquired in                                                                                    
litigation and cancelled      (285,000)     (28,500)      28,500             -             -              - 
Common stock issued for                                                                                     
services                        18,000        1,800       16,200             -             -              - 
Net (loss)                           -            -            -      (177,459)            -              - 
                             ---------   ----------     ----------   ---------     ---------      --------- 
Balance, December 31, 1993   1,284,027      128,403      127,174       722,431             -              - 
Net income                           _            -            -       687,096             -              - 
                             ---------   ----------     ----------   ---------     ---------      --------- 
Balance, December 31, 1994   1,284,027     $128,403       127,174    1,409,527             -              - 
                            ==========   ==========    ==========   ==========    ==========     ========== 

See accompanying notes to consolidated financial statements.                    

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

CONSOLIDATED STATEMENT OF CASH FLOWS  

                                                                [Download Table]

                                                           YEARS ENDED   
                                                           DECEMBER 31,  
                                                           ------------  
                                                         1994       1993 
                                                         ----       ---- 
                                                                         
CASH FLOWS FROM OPERATING ACTIVITIES:                                    
   Net income (loss)                               $  687,096   (177,459)
   Adjustments to reconcile net income (loss)                            
    to net cash provided by (used in) operating                          
    activities:                                                          
      Depreciation and amortization                    22,756     40,667 
      Minority interest in net (income)                                  
       of subsidiaries                                (29,109)      (380)
      (Gain) loss on disposition of assets            (36,267)     5,890 
      Bad debt expense                                      -     22,003 
      Loss on marketable securities                         -      6,194 
      Common stock issued for services                      -     18,000 
      (Increase) decrease in:                                            
         Accounts receivable                         (238,503)    29,748 
         Prepaid expenses                              76,403    (15,702)
         Real estate held for resale                  100,263   (157,879)
         Refundable income taxes                      443,201   (443,000)
      (Decrease) increase in:                                            
         Accounts payable                               8,302    108,304 
         Accrued expenses                             171,488     (7,777)
         Ernest money deposits                        (10,000)   (65,141)
         Deferred income tax                          300,000    (88,052)
                                                   ----------   -------- 
                Net cash provided by (used in)                           
                operating activities                1,495,630   (724,584)
                                                   ----------   -------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                    
   Proceeds from marketable securities                 29,920    329,038 
   Proceeds from disposition of assets                390,000      4,155 
   Payments on notes receivable                       160,989    121,413 
   Decrease (increase) in net assets of                                  
     discontinued operations                                -    264,833 
   Purchase of property and equipment                  (7,601)    (3,560)
   Increase in notes receivable                      (206,843)  (151,836)
   Increase (decrease) in minority interest           (51,126)   178,103 
   Decrease (increase) in other assets                  3,289     (8,363)
                                                   ----------   -------- 

                Net cash provided by (used in)                           
                Investing activities                  318,628    733,783 
                                                   ----------   -------- 

F-5   

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED  

                                                                [Download Table]

                                                     YEARS ENDED       
                                                     DECEMBER 31,      
                                              -------------------------
                                                 1994           1993   
                                                 ----           ----   
                                                                       
CASH FLOWS FROM FINANCING ACTIVITIES:                                  
   Proceeds from notes payable                    27,249       400,000 
   Payments on notes payable                     (72,315)      (89,346)
                                              ----------       ------- 
           Net cash provided by (used                                  
           in) financing activities              (45,066)      310,654 
                                              ----------       ------- 
Increase in cash                               1,769,192       319,853 
Cash and cash equivalents, beginning of year     369,603        49,750 
                                              ----------       ------- 
Cash and cash equivalents, end of year        $2,138,795       369,603 
                                              ==========       ======= 

SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:                                   

1993                                                                          

The Company acquired a vehicle for a note payable of $23,049              

The Company retired its treasury stock                                    

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                               

Cash paid for                                                             

                                                                [Download Table]

                 1994     1993 
                 ----     ---- 
                               
Interest      $  36,992  64,837
              =========  ======
Income taxes  $       -       -
              =========  ======

See accompanying notes to consolidated financial statements.                    

F-6 

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

YEARS ENDED DECEMBER 31, 1994 AND 1993  

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

BUSINESS                                                              
      Utah Resources International, Inc., and consolidated entities (the
   Company) is engaged primarily in the development of real estate including
 the sale of developed and undeveloped real estate. The Company's assets
are located in the Rocky Mountain West.                               

PRINCIPLES OF CONSOLIDATION                                           
          The consolidated financial statements include the financial statements
of Utah Resources, Inc., Tonnequint Inc. and a number of general      
 partnerships of which the Company has ownership in excess of 50 percent
   and has management responsibility. All material intercompany transactions
 and balances have been eliminated in consolidation of the Companies and
partnerships.                                                         

        Effective April 30, 1993, the Company sold the St. George Hilton Inn
  (Hilton) for cash and closed the service station adjacent to the Hilton.
The financial statements reflect the operations of the Hilton and the 
   service station as discontinued operations for the period January 1, 1993
through April 30, 1993. The net assets of discontinued entities are   
included on the balance sheet in other assets.                        

METHOD OF RECOGNITION OF INCOME                                       
Real Estate                                                           
      Profits on sale of developed lots, developed land and raw land are
 recognized in accordance with standards established for the real estate
    industry which generally provide for deferral of all or part of the profit
   on a sale if the buyer does not meet certain down payment requirements or
  certain other tests of the buyer's financial commitment to the purchase,
    or the seller is required to perform significant obligations subsequent to
the sale.                                                             

Cost of sales include a pro rata portion of acquisition and 
    development costs (including estimated costs to complete) along with sales
commissions, closing costs and other costs specifically related to the
sale.                                                                 

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED                     

METHOD OF RECOGNITION OF INCOME - CONTINUED                           
Other                                                                 
          Royalty income is recognized when received. The Company has overriding
 mineral and oil and gas royalty interests and thus exercises no control
  over the activities of the royalty payors and is notified of the amounts
or royalties due when the cash is received.                           

PROPERTY AND EQUIPMENT                                                
       Property and equipment is carried at cost. Depreciation is computed
using the straight-line method based upon the following useful lives: 

Building                                         15-30 years
Furniture and equipment                           3-10 years

REAL ESTATE HELD FOR RESALE                                           
Real estate held for resale includes developed lots, land   
    underdeveloped and raw land. Real estate held for resale is carried at the
    lower of cost or market. The cost of development of building lots includes
the land and the related costs of development (planning, survey,      
engineering and other) which are capitalized. The cost of interest and
property taxes are expensed.                                          

INTANGIBLE ASSETS                                                     
        The cost of identifiable intangible assets, consisting of royalties,
  is being amortized on a straight-line basis over the expected productive
   life of the asset, 15 years. The intangible costs during the construction
    of the Hilton were being amortized over 40 years on a straight line basis.
The unamortized intangible costs of construction were offset in       
determining the gain on disposal of discontinued operations.          

INCOME TAXES                                                          
   Deferred income taxes are provided for temporary differences in
reporting income for financial statement and tax purposes arising     
primarily from differences between financial reporting and income tax 
 reporting in the methods of accounting for depreciation of property and
equipment and construction contracts.                                 

F-8   

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

Notes to Consolidated Financial Statements - Continued  

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED                     

INCOME TAXES - CONTINUED                                              
        Effective January 1, 1993, the Company adopted the provision of SFAS
 109 "Accounting for Income Taxes." The adoption of SFAS 109 changed the
  Company's method of accounting for income taxes from the deferred method
   (APB 11) to an asset and liability method. The asset and liability method
 requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax 
bases and financial reporting bases of other assets and liabilities.  

EARNINGS PER SHARE                                                    
      The weighted average of outstanding common shares is approximately
1,284,000 shares and 1,418,000 shares for the years ended December 31,
1994 and 1993, respectively.                                          

STATEMENT OF CASH FLOWS                                               
       For purposes of the statements of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three 
months or less to be cash equivalents.                                

CONCENTRATION OF CREDIT RISK                                          
  Financial instruments which potentially subject the Company to
 concentration of credit risk consist primarily of trade receivables. In
 the normal course of business, the Company provides credit terms to its
    customers. Accordingly, the Company performs ongoing credit evaluations of
its customers and maintains allowances for possible losses which, when
realized, have been within the range of management's expectations.    

     The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not       
  experienced any losses in such account and believes it is not exposed to
any significant credit risk on cash and cash equivalents.             

RECLASSIFICATIONS                                                     
        Certain prior period amounts have been reclassified to be consistent
with the current year presentation.                                   

(2)  ACCOUNTS RECEIVABLE                                                        

          The Company has included in accounts receivable $130,963 which is from
a company controlled by the majority shareholder of the Company and   
$121,854 which is from various related partnerships.                  

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(3)  NOTE RECEIVABLE FROM RELATED PARTY                                         

         The Company has the following note receivable from a related party at
December 31, 1994:                                          

Note receivable from a stockholder and director             
requiring monthly payment of $500 including                 
      interest at 8%, secured by real estate                     $10,899
                                                                 =======

        Future maturities of the note receivable from a related party are as
follows:                                                    

                                                                [Download Table]


YEAR                                                            AMOUNT
-----                                                          -------
                                                                      
1994                                                           $ 8,029
1995                                                             2,870
                                                               -------
Total                                                          $10,899
                                                               =======

(4)  NOTES RECEIVABLE                                                           

The Company has the following notes receivable at December 31, 1994:  

                                                                [Download Table]


                                                                             
Note receivable from an individual at                                        
9.0% interest, due in March, 1996,                                           
secured by real estate                                               $175,267

Note receivable from an individual at                                        
8% interest, due in January 1995                                       25,000
                                                                     --------
                                                                     $200,267
                                                                     ========

Future maturities of notes receivable are as follows:                        

YEAR                                                                  AMOUNT 
-----                                                                --------
1995                                                                 $ 25,000
1996                                                                  175,267
                                                                     --------
Total                                                                $200,267
                                                                     ========

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(5)  REAL ESTATE HELD FOR RESALE                                                

    Real estate held for resale consists of the following real estate in
the St. George, Utah area at December 31, 1994:                       

DEVELOPED                                                             
     The Company has 7 developed residential lots along with approximately
 3.5 acres of commercial developed real estate with an aggregate cost of
$152,924.                                                             

RAW LAND AND PARTIALLY DEVELOPED LAND                                 

The Company has approximately 410 acres of real estate that is  
   currently planned for single family dwelling lots, commercial development
and multiple housing. The aggregate cost of the raw land and partially
developed land is $474,290.                                           

(6)  ACCRUED EXPENSES                                                           

Accrued expenses at December 31, 1994 consist of the following: 

                                                                [Download Table]
                                                              
Deficit in investment in partnership                  $180,993
Accrued interest                                        33,036
Other accrued expenses                                  77,302
                                                      --------

Total                                                 $291,331
                                                      ========

(7)  NOTES PAYABLE                                                              

The Company has the following notes payable at December 31, 1994:     

                                                                [Download Table]
                                                                    
 Note payable to a trust requiring quarterly                        
 interest payments at 10%, principal due                            
 in 1996 secured by certain real estate held                        
 for resale                                                 $400,000

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(7)  NOTES PAYABLE - CONTINUED                                                  

                                                                [Download Table]
                                                                
Notes payable to a governmental entity                          
requiring annual payments of approximately                      
$21,000 plus interest at 5.94%, secured                         
by real estate                                           164,576

Note payable to entity requiring annual                         
payments of $10,386 including interest                          
at 9%, secured by real estate                             74,372

Note payable to a financial institution                         
requiring monthly payments of $477                              
including interest at 8.75%, secured                            
by a vehicle                                              18,597
                                                        --------
     Total                                              $657,545
                                                        ========

Future maturities of notes payable are as follows:              

     YEAR                                                 AMOUNT
     ----                                                 ------
                                                                
     1995                                               $ 49,964
     1996                                                429,346
     1997                                                 30,441
     1998                                                 30,796
     1999                                                 20,940
     Thereafter                                           96,058
                                                        --------
     Total                                              $657,545
                                                        ========

(8)  DISCONTINUED OPERATIONS                                                    

     Effective May 1, 1993, the Company sold the Hilton Inn in St. George,
   Utah, along with four acres of adjoining land. The Company realized gross
cash proceeds of $1,700,000. At December 31, 1994 and 1993, net assets
(liabilities) of discontinued assets were $9,975 and $(12,509),       
    respectively. The consolidated statements of operations have been restated
to report the operations of the Hilton Inn as income from discontinued
operations.                                                           

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(8)  DISCONTINUED OPERATIONS - CONTINUED                                        

      The service station adjacent to the Hilton Inn was also closed and has
been included in discontinued operations.                             

     The results of operations for the period January 1, to April 30, 1993
of these businesses are summarized as follows:                        

                                                                [Download Table]
                                                                     
Net sales                                                  $1,191,591
                                                           ==========
Income from operations before income taxes                      7,878

Income taxes                                                        -
                                                                -----
Income from discontinued operations                            $7,878
                                                               ======

(9)  INCOME TAXES                                                               

       Effective January 1, 1993, the Company adopted SFAS 109 "Accounting for
Income Taxes." Under provisions of SFAS 109 the Company elected not to
   restate prior years and has determined that the cumulative implementation
   was immaterial. The effect of this change in the 1993 operations was also
not material.                                                         

The (provision) benefit for income taxes is as follows:         

                                                                [Download Table]

                                               1994           1993 
                                               ----           ---- 
                                                                   
Current                                     $(136,000)       55,948
Deferred                                     (300,000)       88,052
                                            ---------       -------

                                            $(436,000)      144,000
                                            =========       =======

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(9)  INCOME TAXES - CONTINUED                                                   

The (provision) benefit for income taxes differs from the amount
computed at the federal statutory rate as follows:                    

                                                                [Download Table]

                                                               1994        1993 
                                                               ----        ---- 
                                                                                
Income tax (expense) benefit at federal statutory rates   $(392,000)     60,000 
State income taxes                                          (50,000)     10,000 
Common stock received in settlement                               -     (26,000)
Income taxes for discontinued operations                     16,000      82,000 
Other                                                       (10,000)     18,000 
                                                          ---------     ------- 

                                                          $(436,000)    144 000 
                                                          =========     ======= 

Deferred income taxes have been established to reflect timing   
differences between financial reporting and income tax purposes. The  
primary differences are as follows:                                   

                                                                [Download Table]

                        1994  1993
                        ----  ----
                                  
Condemnation sales  $300,000     -
                    ========  ====

(10) STOCKHOLDERS' EQUITY                                                       

    In 1993 the Company settled litigation (see note 11). As part of the
settlement, the Company's largest stockholder and other individuals   
 contributed to the Company 285,000 shares of the Company's common stock
which were then retired by the Company. No value was recorded on the  
receipt of the common stock.                                          

       In 1993 the Company also retired the 654,795 shares it held in treasury
stock.                                                                

In 1989 the Company settled litigation with another entity which
  provided the other entity the right to purchase up to 42.4 acres of real
   estate from the Company in exchange for 409,716 shares of common stock of
the Company. Under terms of the settlement agreement, the other entity
    could purchase up to 10.6 acres per year in exchange for 102,429 shares of
   common stock. As of December 31, 1994, the other entity has the option to
  acquire a total of 10.6 acres for 102,429 shares of the Company's common
stock.                                                                

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(11)  LITIGATION                                                                

       In 1993 the Company settled litigation between certain shareholders
and the Company and its board of directors relating to breaches of  
fiduciary responsibility and wasting of the Company's assets. The   
litigation had been on going for several years. Under terms of the  
      settlement agreement, the Company received 285,000 shares of the Company's
common stock along with $100,000 cash. In addition, certain minority
   partnership interests were transferred to the Company. The shareholders
 were also allocated two members on the Company's five member board of
directors. The Company in turn was required to pay the stockholders 
  related legal expenses and out-of-pocket costs. The Company realized a
loss of $690,000 in 1993 as a result of the litigation settlement.  

         The Company is involved in certain other litigation where the Company
     has prevailed. The opposing side has filed an appeal of the decision.  It
  is not known the final outcome but the Company is vigorously defending
    its position. Management believes that the final outcome will not have a
material effect on the financial position of the Company.           

(12)  CONTINGENCIES                                                             

     The Company, through predessor entities, has understandings where
  certain individuals may be entitled to an interest in the ownership or
profits on unidentified projects. This contingency is currently in  
litigation on appeal.                                               

     In addition, the Company has accrued amounts totaling $82,969 for
  potential amounts owing from transactions which took place a number of
     years ago. It cannot be determined if and when such amounts will be paid.
That balance is included in accrued expenses.                       

        The Company is aware of certain unasserted claims which could result
in claims in excess of amounts accrued in the financial statements. 
    Management believes that any such claim, if asserted, will not result in
any adverse affect on the financial position of the Company.        

       The Company is in the process of remediation of the service station
   property. It is not known if any additional costs over what the Company
has accrued will be needed to complete the remediation.             

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(13)  COMMITMENTS                                                               

       The Company leases its office facility under a year lease requiring
    monthly payments of $950 which expires in August 1995. Lease expense was
$4,750 in 1994.                                                     

     The Company leases certain office equipment under operating lease
      agreements. Those agreements require monthly payments of $198 which expire
 between 1995 and 1996. Annual lease expense under these agreements is
     $2,375 and $1,974 for the years ended December 31, 1994 and 1993. Minimum
payments under the noncancellable operating leases are as follows:  

                                                                [Download Table]

YEAR                                               AMOUNT
----                                               ------
                                                         
1995                                               $2,375
1996                                                  395
                                                    -----
Total                                              $2,770
                                                   ======

(14)  SIGNIFICANT CUSTOMERS                                                     

The Company had land sales to the following significant customers in
1994 and 1993:                                                      

                                                                [Download Table]

                                               1994        1993
                                               ----        ----
                                                               

Customer A                                 $979,000           -

Customer B                                 $254,000     352,000


(15)  STOCK OPTION PLAN                                                         

         In 1994, the Company established a stock option plan wherein the five
      directors and the Company's president were each granted options to acquire
     25,000 shares of the Company's stock at $2.50 per share. The options vest
    as follows: 9,000 shares at the option date and 8,000 shares in 1995 and
8,000 shares in 1996                                                

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

16)  SUBSEQUENT EVENTS                                                          

ACQUISITION                                                           
     The Company has entered into a preliminary agreement where it has
    agreed to acquire Midwest Construction and Maintenance through a stock for
     stock transactions. Completion of the transaction is dependent upon certain
future events including a valuation analysis and appraisal of both    
company's boards of directors and shareholders.                       

DIVIDENDS                                                             
    The Company declared a paid a cash dividend of $.10 per share on
   January 26, 1995. The total cash paid for the dividends was approximately
$128,000.                                                             

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                                                            Salt Lake City, Utah

INDEPENDENT AUDITORS' REPORT    

TO THE BOARD OF DIRECTORS OF                                                    
UTAH RESOURCES INTERNATIONAL, INC.,                                             
AND SUBSIDIARIES                                                                

We have audited the accompanying consolidated balance sheet of Utah   
Resources International, Inc., and subsidiaries at December 31, 1995 and the    
related consolidated statements of operations, stockholders' equity and cash    
flows for the two years then ended.  These consolidated financial statements    
are the responsibility of the Company's management.  Our responsibility is to   
express an opinion on these consolidated financial statements based on our      
audits.                                                                         

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the consolidated financial statements 
are free of material misstatement.  An audit includes examining, on a test      
basis, evidence supporting the amounts and disclosures in the consolidated      
financial statements.  An audit also includes assessing the accounting          
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation.  We believe that our   
audits provide a reasonable basis for our opinion.                              

 In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position   
of Utah Resources International, Inc., and subsidiaries as of December 31, 1995 
and the results of their operations and their cash flows for the two years      
ended December 31, 1995, in conformity with generally accepted accounting       
principles.                                                                     

                                                    /s/ Tanner + Co.
                                                    ----------------
                                                Tanner + Co.

June 21, 1996 except for note 15,                                               
which is dated July 10, 1996                                                    

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UTAH RESOURCES INTERNATIONAL, INC.    
AND SUBSIDIARIES    

CONSOLIDATED BALANCE SHEET    

ASSETS    

DECEMBER 31, 1995   

                                                                [Download Table]


     ASSETS                                                                   
     ------                                                                   
                                                                              
Cash and cash equivalents                                           $  765,831
Accounts receivable from related parties                               372,622
Notes receivable                                                       178,989
Income tax receivable                                                  212,328

Property and equipment, net of                                                
 accumulated depreciation and                                                 
 amortization of $36,409                                                36,959

Real estate held for resale                                            854,821
Royalty interest in petroleum and mineral                                     
 production, net of amortization of $41,034                              9,176
Other assets                                                            10,599
Net assets of discontinued operations                                      657
                                                                    ----------
                                                                    $2,441,982
                                                                    ==========
     LIABILITIES AND STOCKHOLDERS' EQUITY                                     

Accounts payable                                                    $  276,446
Accrued expenses                                                       312,474
Earnest money deposits                                                  36,000
Notes payable                                                          599,627
                                                                    ----------

      Total liabilities                                              1,224,547
                                                                    ----------

Minority interest                                                      152,113

Commitment and contingencies                                                 -

Stockholders' equity:                                                         
 Common stock; par value $.10 per share,                                      
   5,000,000 shares authorized,                                               
   1,851,198 shares issued and outstanding                             185,120
Additional paid-in capital                                             348,757
Retained earnings                                                      531,445
                                                                    ----------

      Total stockholders' equity                                     1,065,322
                                                                    ----------
                                                                    $2,441,982
                                                                    ==========

See accompanying notes to consolidated financial statements.                    

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

CONSOLIDATED STATEMENTS OF OPERATIONS   

                                                                [Download Table]

                                                               YEARS ENDED      
                                                               DECEMBER 31,     
                                                          --------------------- 
                                                              1995       1994   
                                                          ----------  --------- 
                                                                                
Sales                                                     $  587,663  2,274,222 

Cost of sales                                                156,250    567,453 
                                                          ----------  --------- 

       Gross profit                                          431,413  1,706,769 

General and administrative expenses                        1,045,854    678,368 
                                                          ----------  --------- 

       Income (loss) from operations                        (614,441) 1,028,401 
                                                          ----------  --------- 

Other income (expense):                                                         
   Rental income                                                   -     32,183 
   Royalty income                                             61,006     92,455 
   Interest and dividend income                              102,794     50,458 
   Interest expense                                          (51,279)   (60,020)
   Other income (expense)                                     35,906    (18,074)
                                                          ----------  --------- 

       Total other income (expense)                          148,427     97,002 
                                                          ----------  --------- 

Income (loss) before minority interest and                                      
 provision for income taxes                                 (466,014) 1,125,403 

Minority interest in net (loss) of subsidiaries               26,988     29,109 
                                                          ----------  --------- 

Income (loss) before provision for income taxes                                 
 and discontinued operations                                (439,026) 1,154,512 

Income tax (provision) benefit                               179,000   (436,000)
                                                          ----------  --------- 

Income (loss) from continuing operations                    (260,026)   718,512 

Discontinued operations:                                                        
   Income from discontinued operations net of income                            
   taxes of $48,000                                           93,407          - 
   Loss from disposal of discontinued operations                                
   net of income taxes benefit of $275,000                                      
   and $16,000                                              (583,000)   (31,416)
                                                          ----------  --------- 

       Total discontinued operations                        (489,593)   (31,416)
                                                          ----------  --------- 

Net income (loss)                                         $ (749,619)   687,096 
                                                          ==========  ========= 
Earnings (loss) per share                                      $(.46)       .54 
                                                               =====        === 

See accompanying notes to consolidated financial statements.                    

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  

YEARS ENDED DECEMBER 31, 1995 AND 1994  

                                                                [Download Table]


                                     COMMON STOCK        ADDITIONAL             
                                 --------------------      PAID-IN     RETAINED 
                                  SHARES      AMOUNT       CAPITAL     EARNINGS 
                                 ---------   --------    ----------   --------- 
                                                                                
Balance, January 1, 1993         1,284,027   $128,403      127,174      722,431 

Net income                               -          -            -      687,096 
                                 ---------   --------      -------    --------- 

Balance, December 31, 1994       1,284,027    128,403      127,174    1,409,527 

Common stock issued to                                                          
purchase subsidiary valued                                                      
at book value of subsidiary                                                     
($.43 per share)                   590,000     59,000      196,503            - 

Common stock issued for                                                         
services in acquisition                                                         
of subsidiary valued at                                                         
$.43 per share                      76,000      7,600       25,080            - 

Repurchase of stock                                                             
through land issuance at                                                        
$.10 per share                    (102,429)   (10,243)           -            - 

Common stock issued in                                                          
settlement of dispute valued                                                    
at $.10 per share                    3,600        360            -            - 

Dividends                                -          -            -     (128,463)

Net loss                                 -          -            -     (749,619)
                                 ---------   --------      -------    --------- 
Balance, December 31, 1995       1,851,198   $185,120      348,757      531,445 
                                 =========   ========      =======    ========= 

See accompanying notes to consolidated financial statements.                    

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

CONSOLIDATED STATEMENT OF CASH FLOWS  

                                                                [Download Table]

                                                              YEARS ENDED       
                                                              DECEMBER 31,      
                                                        ----------------------- 
                                                            1995         1994   
                                                            ----         ----   
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:                                           
   Net income (loss)                                    $  (749,619)    687,096 
   Less income from discontinued operation                  (93,407)          - 
   Add loss from disposition of discontinued operation      583,000           - 
   Adjustments to reconcile net income (loss)                                   
    to net cash provided by (used in) operating                                 
    activities:                                                                 
       Depreciation and amortization                         12,349      22,756 
       Minority interest in net income                                          
        of subsidiaries                                     (26,988)    (29,109)
       Gain on disposition of assets                         (3,106)    (36,267)
       Bad debt expense                                      10,899           - 
       Common stock issued for services                      33,040           - 
       (Increase) decrease in:                                                  
          Accounts receivable                              (118,310)   (238,503)
          Other assets                                         (775)     76,403 
          Real estate held for resale                      (237,850)    100,263 
          Income tax receivable                            (212,529)    443,201 
       (Decrease) increase in:                                                  
          Accounts payable                                  115,912       8,302 
          Accrued expenses                                   21,143     171,488 
          Ernest money deposits                                   -     (10,000)
          Deferred income tax                              (300,000)    300,000 
                                                        -----------   --------- 

          Net cash provided by (used in)                                        
           continued operation                             (966,241)  1,495,630 
          Net cash used in discontinued operations         (104,846)          - 
                                                        -----------   --------- 

                 Net cash provided by (used in)                                 
                 operating activities                    (1,071,087)  1,495,630 
                                                        -----------   --------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                           
   Proceeds from marketable securities                            -      29,920 
   Proceeds from disposition of assets                       18,140     390,000 
   Payments on notes receivable                             137,348     160,989 
   Purchase of property and equipment                        (2,690)     (7,601)
   Increase in notes receivable                            (112,137)   (206,843)
   Decrease in minority interest                             (4,020)    (51,126)
   Decrease in other assets                                       -       3,289 
                                                        -----------   --------- 

   Cash from investing activities - continuing operation     36,641     318,628 
   Cash from investing activities - discontinued                                
    operation                                                76,839           - 
                                                        -----------   --------- 

                 Net cash provided by                                           
                 Investing activities                       113,480     318,628 
                                                        -----------   --------- 

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  
CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED  

                                                                [Download Table]


                                                              YEARS ENDED      
                                                              DECEMBER 31,     
                                                       ----------------------- 
                                                           1995         1994   
                                                       -----------   --------- 
                                                                               
CASH FLOWS FROM FINANCING ACTIVITIES:                                          
    Payments of dividends                                 (128,463)     27,249 
    Payments on notes payable                              (90,129)    (72,315)
                                                       -----------   --------- 

    Cash for financing activities - continued operation   (218,592)    (45,066)
    Cash for financing activities - discontinued                               
     operation                                            (196,765)          - 
                                                       -----------   --------- 

                   Net cash (used in)                                          
                   financing activities                   (415,357)    (45,066)
                                                       -----------   --------- 

(Decrease) increase in cash                             (1,372,964)  1,769,192 

Cash and cash equivalents, beginning of year             2,138,795     369,603 
                                                       -----------   --------- 

Cash and cash equivalents, end of year                 $   765,831   2,138,795 
                                                       ===========   ========= 


SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:                                   

1995                                                                            
----                                                                            
The Company purchased the assets of another company for common stock  
valued at $255,503.                                                             

   The Company financed the purchase of equipment with debt in the amount of
$28,278.                                                                        

  The Company purchased and retired 102,429 shares of common stock through
the issuance of 10.6 acres of land under the terms of a prior year agreement.   

    The Company disposed of debt in the amount of $3,933, which was assumed in
the sale of land for which the Company received a note receivable.              

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                               

Cash paid for                                                         

                                                                [Download Table]


                                1995       1994 
                              -------     ------
                                                
Interest                      $62,427     36,992
                              =======     ======

Income taxes                        -          -
                              =======     ======

See accompanying notes to consolidated financial statements.                    

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

YEARS ENDED DECEMBER 31, 1995 AND 1994  

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

BUSINESS                                                              
   Utah Resources International, Inc., and consolidated entities
(the Company) is engaged primarily in the development of real estate  
including the sale of developed and undeveloped real estate.  The     
Company's assets are located in the Rocky Mountain West.              

PRINCIPLES OF CONSOLIDATION                                           
 The consolidated financial statements include the financial
    statements of Utah Resources, Inc., Tonaquint Inc. and a number of limited
 partnerships of which the Company has ownership in excess of 50 percent
    and has management responsibility.  All material intercompany transactions
 and balances have been eliminated in consolidation of the Companies and
partnerships.                                                         

       Discontinued operations include Midwest Railroad Construction and
Maintenance Corporation (Midwest) from June 13, 1995 ( date of        
  acquisition) through December 31, 1995.  The Company disposed of Midwest
effective March 31, 1996, see note 7.  Discontinued operations also   
    included those of a Service Station which was closed in 1993.  The Service
Station has continued to incur costs to resolve certain environmental 
issues since the closing of the station.                              

METHOD OF RECOGNITION OF INCOME                                       
Real Estate                                                           
        Profits on sale of developed lots, developed land and raw land are
 recognized in accordance with standards established for the real estate
    industry which generally provide for deferral of all or part of the profit
   on a sale if the buyer does not meet certain down payment requirements or
  certain other tests of the buyer's financial commitment to the purchase,
    or the seller is required to perform significant obligations subsequent to
the sale.                                                             

   Cost of sales include a pro rata portion of acquisition and
    development costs (including estimated costs to complete) along with sales
commissions, closing costs and other costs specifically related to the
sale.                                                                 

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED                      

METHOD OF RECOGNITION OF INCOME - CONTINUED                           
Other                                                                 
  Royalty income is recognized when received.  The Company has
 overriding mineral and oil and gas royalty interests and thus exercises
 no control over the activities of the royalty payers and is notified of
the amounts or royalties due when the cash is received.               

PROPERTY AND EQUIPMENT                                                
          Property and equipment is carried at cost.  Depreciation is computed
using the straight-line method based upon the following useful lives: 

Building                 15-30 years                
Furniture and equipment   3-10 years                

REAL ESTATE HELD FOR RESALE                                           
     Real estate held for resale includes developed lots, land under
  development and raw land.  Real estate held for resale is carried at the
lower of cost or market.  The cost of development of building lots    
   includes the land and the related costs of development (planning, survey,
 engineering and other) which are capitalized.  The cost of interest and
property taxes are expensed.                                          

INTANGIBLE ASSETS                                                     
          The cost of identifiable intangible assets, consisting of royalties,
  is being amortized on a straight-line basis over the expected productive
life of the asset, 15 years.                                          

INCOME TAXES                                                          
      Deferred income taxes are provided in amounts sufficient to give
effect to temporary differences between financial statement and tax   
 reporting purposes. The differences are primarily a result of differing
methods of accounting for land sales and depreciation of property and 
equipment.                                                            

EARNINGS PER SHARE                                                    
        The weighted average of outstanding common shares is approximately
1,619,000 shares and 1,284,000 shares for the years ended December 31,
1995 and 1994, respectively.  Common stock equivalents have not been  
 included as the exercise price is in excess of the market price and the
amounts are antidilutive in 1995.                                     

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED                     

STATEMENT OF CASH FLOWS                                               
         For purposes of the statements of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three 
months or less to be cash equivalents.                                

CONCENTRATION OF CREDIT RISK                                          

    Financial instruments which potentially subject the Company to
  concentration of credit risk consist primarily of trade receivables.  In
 the normal course of business, the Company provides credit terms to its
    customers. Accordingly, the Company performs ongoing credit evaluations of
its customers and maintains allowances for possible losses which, when
realized, have been within the range of management's expectations.    

       The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits.  The Company has not      
  experienced any losses in such account and believes it is not exposed to
any significant credit risk on cash and cash equivalents.             

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS           

          The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates  
  principally related to estimated costs to complete uncompleted contracts
    and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses 
during the reporting period.  Actual results could differ from those  
estimates.                                                            

(2)  ACCOUNTS RECEIVABLE FROM RELATED PARTIES                                   

      Accounts receivable include $132,843 which is due from an entity
   which has some shareholders in common with the Company and $131,573 which
  is  due from various related partnerships.  Also included is $87,263 due
from one  of the shareholders of the Company.                         

F-26  

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(3) NOTES RECEIVABLE                                                            

      The Company has the following notes receivable at December 31, 1995:

                                                                [Download Table]
                                                                      
Note receivable from an individual                                    
due in March, 1996, with interest at                                  
9%, secured by real estate                                    $138,989

Note receivable from an individual                                    
due in September 1995, with interest at                               
8%                                                              40,000
                                                              --------
                                                              $178,989
                                                              ========

Future maturities of notes receivable are as follows:         

                                                                [Download Table]

YEAR                                                    AMOUNT 
----                                                    ------ 
                                                               
1996                                                   $ 40,000
1997                                                    138,989
                                                       --------
Total                                                  $178,989
                                                       ========

(4)  REAL ESTATE HELD FOR RESALE                                                

 Real estate held for resale consists of the following real estate
located in the St. George, Utah area at December 31, 1995:            

DEVELOPED                                                             
  The Company has three developed residential lots with an aggregate
cost of $67,106.                                                      

RAW LAND AND PARTIALLY DEVELOPED LAND                                 

The Company has approximately 390 acres of real estate of which 
 approximately 350 acres is currently planned for single family dwelling
   lots, commercial development and multiple housing.  The aggregate cost of
the raw land and partially developed land is $797,958.                

F-27  

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(5) ACCRUED EXPENSES                                                            

 Accrued expenses at December 31, 1995 consist of the following:

                                                                [Download Table]
                                                                  
Deficit in investment in partnership                      $168,857
Accrued interest                                            34,775
Other accrued expenses                                     108,842
                                                          --------

    Total                                                 $312,474
                                                          ========

(6) NOTES PAYABLE                                                               

   The Company has the following notes payable at December 31, 1995:

                                                                [Download Table]
                                                                     
Note payable to a trust requiring quarterly                          
interest payments at 10%, principal due                              
in 1996 secured by certain real estate held                          
for resale                                                   $400,000

Notes payable to a governmental entity                               
requiring annual payments of approximately                           
$15,000 plus interest at 5.94%, secured                              
by real estate                                                106,810

Note payable to entity requiring annual                              
payments of $10,386 including interest                               
at 9%, secured by real estate                                  67,282

Note payable to a financial institution                              
requiring monthly payments of $491                                   
including interest at 10.5%, secured                                 
by a vehicle                                                   23,600

Other                                                           1,935
                                                             --------

       Total                                                 $599,627
                                                             ========

F-28

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(6)  NOTES PAYABLE - CONTINUED                                                  

Future maturities of notes payable are as follows:            

                                                                [Download Table]

YEAR                                                     AMOUNT 
----                                                    --------
                                                                
1996                                                    $425,849
1997                                                      24,949
1998                                                      25,490
1999                                                      25,992
2000                                                      27,057
Thereafter                                                70,290
                                                        --------

Total                                                   $599,627
                                                        ========

       None of the Company's debt instruments are held for trading purposes.
   The Company estimates that the fair value of all financial instruments at
   December 31, 1995, does not differ materially from the aggregate carrying
  values of its financial instruments recorded in the accompanying balance
sheet.                                                                

(7)  INVESTMENT IN MIDWEST                                                      

         Effective June 13, 1995, the Company acquired 100% ownership of Midwest
  through the issuance of 590,000 shares of the Company's common stock for
 all of the outstanding stock of Midwest.  The acquisition was accounted
for as a purchase.  The fair market value of the Midwest assets and   
    liabilities approximated the historical cost of the assets and liabilities
   and no goodwill was therefore recorded.  The net equity of Midwest at the
date of acquisition was $255,503.                                     

  Effective March 31, 1996, the Company sold Midwest to its former
  owner.  The Company received back its 590,000 shares of common stock and
agreed to forgive $317,000 due from Midwest as a result of net cash   
    advances made to Midwest by the Company.  The return of the 590,000 shares
of common stock to the Company was recorded at no value as the Company
exchanged its ownership in Midwest for the return of the shares of the
Company.  The 1995 financial statements reflect a write down of       
approximately $780,000 for its investment in Midwest to its estimated 
realizable value.                                                     

F-29  

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(8)  DISCONTINUED OPERATIONS                                                    

 The Company has included in net assets of discontinued operations
those of Midwest and the Service Station.                             

     Condensed financial information for Midwest is as follows at December
 31, 1995 and for the period June 13, 1995 (date of acquisition) through
December 31, 1995:                                                    

BALANCE SHEET   

DECEMBER 31, 1995   

                                                                [Download Table]


                                               ELIMINATIONS           
                                                    AND               
                                                 ADJUSTMENT           
                                     SERVICE         TO               
                          MIDWEST    STATION  REALIZABILITY      TOTAL
                       ----------  ---------  -------------  ---------
                                                                      
Assets                 $3,836,017          -      (731,994)  3,104,023
                       ==========  =========  =============  =========

Liabilities             3,439,107    159,077      (542,818)  3,055,366

Equity                    396,910   (159,077)     (237,176)        657
                       ----------  ---------  -------------  ---------

   Total liabilities                                                  
     and equity        $3,836,017          -      (779,994)  3,056,023
                       ==========  =========  =============  =========

     Included in the adjustment is $731,994 loss recognized on disposition
of discontinued operations.                                           

STATEMENT OF OPERATIONS   

PERIOD ENDING DECEMBER 31, 1995   

                                                                [Download Table]

                               MIDWEST                               
                            -------------                            
                            JUNE 13, 1995     SERVICE                
                               (DATE OF       STATION                
                             ACQUISITION)    ----------              
                                THROUGH      YEAR ENDED              
                             DECEMBER 31,   DECEMBER 31,             
                                  1995          1995            TOTAL
                              ----------     ----------     ---------
                                                                     
Revenues                      $5,598,542              -     5,598,542

Costs and expenses             5,457,135              -     5,457,135
                              ----------     ----------     ---------

Net income before income tax     141,407              -       141,107

Income tax expense                48,000              -        48,000

                              ----------     ----------     ---------
Net income                    $   93,407              -        93,407
                              ==========     ==========     =========

F-30  

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(8)  DISCONTINUED OPERATIONS - CONTINUED                                        

  At December 31, 1995, the net loss from disposal of discontinued
    operations was $731,994 from Midwest and $78,006 from Service Station less
    $275,000 of income tax benefit.  For the year ended December 31, 1994, the
   net loss was $47,416 from disposal of the Service Station less income tax
benefit of approximately $16,000.                                     

(9) INCOME TAXES                                                                

The (provision) benefit for income taxes is as follows:       

                                                                [Download Table]


Continuing operations                                                 

                                                     1995        1994 
                                                 --------    -------- 
                                                                      
     Current                                     $106,000    (136,000)
     Deferred                                      73,000    (300,000)
                                                 --------    -------- 

        Total continuing operations              $179,000    (436,000)
                                                 ========    ======== 

Discontinued operations                                       

                                                                [Download Table]


                                                1995        1994 
                                            --------     ------- 
                                                                 
Current                                     $      -     (16,000)
Deferred                                     227,000           - 
                                            --------     ------- 

   Total continuing operations              $227,000     (16,000)
                                            ========     ======= 

  The (provision) benefit for income taxes differs from the amount
computed at  the federal statutory rate as follows:                   

                                                                [Download Table]


Continuing operations                                                 

                                                     1995        1994 
                                                 --------    -------- 
                                                                      
Income tax (expense) benefit at federal                               
 statutory rates                                 $158,000    (392,000)
State income taxes                                 23,000     (50,000)
Other                                              (2,000)      6,000 
                                                 --------    -------- 

        Total current income taxes               $179,000    (436,000)
                                                 ========    ======== 

F-31  

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(9) INCOME TAXES - CONTINUED                                                    

                                                                [Download Table]


Discontinued Operations                                               

                                                     1995        1994 
                                                 --------    -------- 
                                                                      
Income tax (expense) benefit at                                       
 federal statutory rates                         $227,000      (7,000)
State income taxes                                 20,000      (2,000)
Other                                             (20,000)     (7,000)
                                                 --------     ------- 

        Total                                    $227,000     (16,000)
                                                 ========     ======= 

Deferred income taxes have been established to reflect timing 
differences between financial reporting and income tax purposes.  The 
primary  differences are as follows:                                  

                                                                [Download Table]

                                                     1995        1994
                                                ---------     -------
                                                                     
Condemnation sales                              $ 300,000     300,000
Discontinued operations                          (227,000)          -
Net operating loss carryforward                   (73,000)          -
                                                ---------     -------

                                                $       -     300,000
                                                =========     =======

(10) LITIGATION                                                                 

     The Company is involved in certain litigation where the Company has
   prevailed.  The opposing side has filed an appeal of the decision.  It is
 not known the final outcome but the Company is vigorously defending its
position. Management believes that the final outcome will not have a  
 material adverse effect on the financial position, operations, and cash
flow of the Company.                                                  

    The Company in June 1996, entered into a settlement agreement with
    shareholders and former officers of the Company which had filed litigation
  against certain of the Company's Board of Directors and officers and who
the Company had filed litigation against.  The terms of the settlement
  provide that the Company pay all legal costs related to the legal action
   for all parties with the exception of the majority shareholder which will
receive reimbursement up to $81,000.  The Company will sell 1,275,912 
    shares of its common stock for $3.35 per share to an other entity with the
    Company providing limited recourse financing for a portion of the purchase
price and the purchase 40,552 shares at $3.35 per share from certain  
existing shareholders.  Certain existing employment agreements are    
   terminated and the Company will enter into new employment agreements with
a former shareholder and the new majority shareholder.                

F-32  

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(11) CONTINGENCIES                                                              

   The Company, through predecessor entities, has understandings where
certain individuals may be entitled to an interest in the ownership or
profits on unidentified projects.  This contingency is currently in   
litigation on appeal.                                                 

 In addition, the Company has accrued amounts totaling $37,771 for
potential amounts owing from transactions which took place a number of
    years ago.  It cannot be determined if and when such amounts will be paid.
That balance is included in accrued expenses.                         

       The Company is aware of certain unasserted claims which could result in
claims in excess of amounts accrued in the financial statements.      
  Management believes that any such claim, if asserted, will not result in
  any adverse affect on the financial position, operations, and cash flows
of the Company.                                                       

   The Company is in the process of remediation of the service station
  property.  It is not known if any additional costs over what the Company
has accrued will be needed to complete the remediation.               

(12)  COMMITMENTS                                                               

   The Company leases its office facility under a year lease requiring
   monthly payments of $950 which expires in August 1996.  Lease expense was
$11,400 in 1995.                                                      

      The Company leases certain equipment under operating lease agreements.
Those agreements require monthly payments of $531 which expire between
   1996 and 1998.  Annual lease expense under these agreements is $6,089 and
  $2,375 for the years ended December 31, 1995 and 1994.  Minimum payments
under the noncancellable operating leases are as follows:             

                                                                [Download Table]


YEAR                      AMOUNT 
-----                     -------
                                 
1996                      $ 6,761
1997                        6,366
1998                        2,653
                          -------

Total                     $15,780
                          =======

F-33  

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UTAH RESOURCES INTERNATIONAL, INC.  
AND SUBSIDIARIES  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED  

(13) SIGNIFICANT CUSTOMERS                                                      

    The Company had land sales to the following significant customers in
1995 and 1994:                                                        

                                                                [Download Table]

                                 1995           1994
                              -------        -------
                                                    
Customer A                   $      -        979,000

Customer B                   $152,000        254,000

(14) STOCK OPTION PLAN                                                          

     In 1994, the Company established a stock option plan wherein the five
    directors and the Company's president were each granted options to acquire
    25,000 shares of the Company's stock at $2.50 per share.  The options vest
   as follows:  9,000 shares at the option date and 8,000 shares in 1995 and
8,000 shares in 1996.                                                 

(15) SUBSEQUENT EVENTS                                                          

The Company had the following material subsequent events:     

            - Effective March 31, 1996, the Company disposed of Midwest Railroad
which was a wholly owned subsidiary.  See note 7.   

         - The Company settled certain litigation relating to shareholders
and members of the Board of Directors.  See note 11.

           - The Company entered into an agreement where it agreed to purchase
            40,552 shares of the Company stock for a cash price of $3.35 per
share.                                              

       - The Company entered into an agreement where it sold 1,275,912
              shares of the Company at $3.35 per share or $4,274,305.  The stock
       sell price included $641,146 cash plus a note receivable of
          $3,633,159.  The note requires interest based upon the federal
            rate published by the Internal Revenue Service.  Interest on the
         note for the first year is paid at closing with the remaining
             interest to be paid annually commencing on the second anniversary
              date of the note.  All principal and unpaid interest is due August
           1, 2001. The note is secured by the stock sold plus a guarantee
       from the purchaser of 25% of the original outstanding note.

F-34  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB/A’ Filing		Date		First		Last			Other Filings
		8/1/01		5		84
Filed on:		11/12/97							10KSB/A
		1/8/97		46					10KSB
		12/9/96		2
		10/10/96		26
		10/8/96		2		37
		9/9/96		5		46			SC 13D/A
		8/29/96		4		34
		8/28/96		4		18
		8/23/96		4		18
		8/19/96		18
		8/14/96		41
		8/12/96		18
		8/9/96		4		18
		7/20/96		25
		7/19/96		5		23			8-K
		7/13/96		5		28
		7/10/96		68
		7/3/96		2		41			8-K
		6/26/96		4		23
		6/24/96		18		23
		6/21/96		68
		5/31/96		23
		5/17/96		3		23
		4/25/96		8		32
		4/20/96		40
		4/16/96		3		23			SC 13D
		4/7/96		34
		4/5/96		3		23
		3/31/96		9		84			10QSB,  10QSB/A
		3/30/96		23
		12/31/95		1		83			10KSB,  10KSB/A
		12/22/95		40
For Period End:		12/13/95
		10/4/95		4		17
		7/21/95		4		17
		7/20/95		8		46			8-K
		7/18/95		8		24			8-K
		7/1/95		8		32
		6/28/95		15		34
		6/13/95		7		80
		6/1/95		9		25
		5/15/95		13
		5/9/95		40
		4/7/95		34
		4/5/95		23
		3/24/95		51
		2/16/95		7		23
		2/15/95		7		23
		1/26/95		21		67
		1/12/95		21
		1/1/95		40
		12/31/94		22		83
		5/15/94		13
		4/7/94		34
		12/31/93		25		66
		7/3/93		33
		6/24/93		13
		6/19/93		28
		5/21/93		13
		5/7/93		28		46
		5/1/93		38		62
		4/30/93		12		63
		4/6/93		4		16
		1/1/93		57		63
		12/31/92		44		46
		11/17/92		44
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