3                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                                 August 2, 1996

                                U.S. PAWN, INC.
             (Exact name of registrant as specified in its charter)

          Colorado                  0-18291                 84-0819941
(State of other jurisdiction      (Commission              (IRS Employer
     of incorporation)            File Number)             I.D. Number)

                             7215 Lowell Boulevard
                          Westminster, Colorado 80030
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (303) 657-3550

                                      N/A
         (Former name or former address, if changed since last report)



<PAGE>


ITEM 5.  OTHER EVENTS

     On  August  2,  1996,  U.S.  Pawn,  Inc.  (the  "Company")   announced  the
acquisition  of one (1) pawn  shop in Fort  Collins,  Colorado  and two (2) pawn
shops in Cheyenne, Wyoming. The assets of the three pawn shops were acquired for
an  aggregate  price of $775,000,  paid in cash by the Company.  The Company now
owns and operates  sixteen (16) pawn shops,  eleven (11) in the Denver  Colorado
Metropolitan  Area, one (1) in Fort Collins,  Colorado and four (4) in Cheyenne,
Wyoming.




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:  August 16, 1996


                                           U.S. PAWN, INC.



                                           By:  /S/  MELVIN WEDGLE
                                               ---------------------------------
                                               Melvin Wedgle
                                               President
                                               Chief Executive Officer
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2330}]
{"company-data": {"conformed-name": "U S PAWN INC", "cik": "0000844789", "assigned-sic": "5900", "irs-number": "840819941", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "file-number": "000-18291", "film-number": "96616777"}, "business-address": {"street1": "7215 LOWELL BLVD", "city": "WESTMINSTER", "state": "CO", "zip": "80030", "phone": "3036573550"}}
3                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                                 August 2, 1996

                                U.S. PAWN, INC.
             (Exact name of registrant as specified in its charter)

          Colorado                  0-18291                 84-0819941
(State of other jurisdiction      (Commission              (IRS Employer
     of incorporation)            File Number)             I.D. Number)

                             7215 Lowell Boulevard
                          Westminster, Colorado 80030
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (303) 657-3550

                                      N/A
         (Former name or former address, if changed since last report)
ITEM 5.  OTHER EVENTS

     On  August  2,  1996,  U.S.  Pawn,  Inc.  (the  "Company")   announced  the
acquisition  of one (1) pawn  shop in Fort  Collins,  Colorado  and two (2) pawn
shops in Cheyenne, Wyoming. The assets of the three pawn shops were acquired for
an  aggregate  price of $775,000,  paid in cash by the Company.  The Company now
owns and operates  sixteen (16) pawn shops,  eleven (11) in the Denver  Colorado
Metropolitan  Area, one (1) in Fort Collins,  Colorado and four (4) in Cheyenne,
Wyoming.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:  August 16, 1996

                                           U.S. PAWN, INC.

                                           By:  /S/  MELVIN WEDGLE
                                               ---------------------------------
                                               Melvin Wedgle
                                               President
                                               Chief Executive Officer