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                                  UNITED STATES
                       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): February 6, 2006


                           U. S. Precious Metals, Inc.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                    (State of incorporation or organization)

                                     0-50703
                            (Commission file number)

                                   14-1839426
                      (I.R.S. Employer Identification No.)


                     6 Glory Lane, Sussex, New Jersey 07461
                    (Address of principal executive offices)


                                 (973) 875-7647
              (Registrant's Telephone Number, Including Area Code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities  Act(17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))


|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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<PAGE>

ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

      Effective  February  6th 2006,  U. S.  Precious  Metals,  Inc., a Delaware
corporation  ("USPR"),  accepted  the  resignations  of Mr.  William  Matlack as
Chairman of the Board of  Directors,  and Mr.  Gerald  Harper as a member of the
Board of Directors.  Both Mr. Matlack and Mr. Harper have cited personal  issues
as the reason for each's resignation.

      Mr. Peter Toscano,  currently USPR's president and a director, will act as
its Chairman of the Board of Directors until a new Chairman is appointed.

      USPR will commence a search for new  directors to fill these  vacancies in
the near future.



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, thereunto duly authorized.



                                        U.S. Precious Metals,Inc.

Date: February 6, 2006                  By: /s/ Peter Toscano
                                            -----------------------------------
                                            Peter Toscano
                                            President
{"company-data": {"conformed-name": "U S PRECIOUS METALS INC", "cik": "0001286181", "assigned-sic": "1000", "irs-number": "141839426", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50703", "film-number": "06582984"}, "business-address": {"street1": "260 GARIBALDI AVE", "city": "LODI", "state": "NJ", "zip": "07644", "phone": "9732728424"}}
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                                  UNITED STATES
                       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): February 6, 2006

                           U. S. Precious Metals, Inc.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                    (State of incorporation or organization)

                                     0-50703
                            (Commission file number)

                                   14-1839426
                      (I.R.S. Employer Identification No.)

                     6 Glory Lane, Sussex, New Jersey 07461
                    (Address of principal executive offices)

                                 (973) 875-7647
              (Registrant's Telephone Number, Including Area Code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities  Act(17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

================================================================================
ITEM 5.02.  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

      Effective  February  6th 2006,  U. S.  Precious  Metals,  Inc., a Delaware
corporation  ("USPR"),  accepted  the  resignations  of Mr.  William  Matlack as
Chairman of the Board of  Directors,  and Mr.  Gerald  Harper as a member of the
Board of Directors.  Both Mr. Matlack and Mr. Harper have cited personal  issues
as the reason for each's resignation.

      Mr. Peter Toscano,  currently USPR's president and a director, will act as
its Chairman of the Board of Directors until a new Chairman is appointed.

      USPR will commence a search for new  directors to fill these  vacancies in
the near future.

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, thereunto duly authorized.

                                        U.S. Precious Metals,Inc.

Date: February 6, 2006                  By: /s/ Peter Toscano
                                            -----------------------------------
                                            Peter Toscano
                                            President