UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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: September 1213, 2018

(Date of earliest event reported)

U.S. PRECIOUS METALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-50703	14-1839426
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer I.D. No.)

~~1825~~ 516 ~~Ponce~~Route De33 ~~Leon~~West ~~Blvd, Ste 178~~

~~Coral~~Building ~~Gables~~2, ~~Florida~~Suite ~~33134~~ 1

Millstone Township, New Jersey 08535

(Address of Principal Executive Offices)

~~(786) 814~~413-~~5804~~ 655-1558

(Registrant's telephone number, including area code)

~~Check~~1825 ~~the~~Ponce ~~appropriate~~De ~~box~~Leon ~~below~~Blvd, ifSte ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ 178

[Coral ]Gables, ~~Written~~Florida ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~ 33134

[ (Former ]name ~~Soliciting~~or ~~material~~former ~~pursuant~~address, toif ~~Rule~~changed ~~14a-12~~since ~~under~~last ~~the Exchange Act (17 CFR 240.14a-12~~report)

[Check ]the ~~Pre~~appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2~~(b))~~. below):

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

~~Item~~Written ~~8.01.~~communications ~~Other~~pursuant ~~Events~~to Rule 425 under the Securities Act (17 CFR 230.425)

~~Notice~~[ ~~to Shareholders.~~]

OnSoliciting September 7, 2018, an unsanctioned and false 8-K filing was posted to the corporation's account stating that a shareholder vote was conducted by Joseph Spano, and that he is now the new Chief Executive Officer of the company, among other claims. Please note: Mr. Spano’s attempt to take over the company for his own personal reasons and benefit does not comport with state, federal or the company’s guidelines for initiating such action, and fails to make several material ~~statements~~pursuant that would be required. Specifically, the company was never apprised of such action, nor did it participate in ensuring that the necessary protocols for such a vote were met. Also, there was never an appointed vote count auditor to ~~ensure~~Rule ~~that~~14a-12 ~~Mr.~~under ~~Spano counted~~ the ~~votes~~Exchange ~~accurately.~~Act ~~Also,~~(17 ~~there~~CFR ~~was never a verification of shareholders, nor was there a verification of elected shares capable of voting on the matter~~240. Also, Mr. Spano’s notice was not sent to all shareholders, and only a select few were notified and allowed to vote. Also, not all persons listed on the vote count had the number of shares claimed, and/or any shares at all at the time of the date of record.14a-12)

~~Mr.~~[ Spano is trying thwart the company’s ongoing legal action and investigation into his longtime friend and business partner in multiple ventures, Gennaro (Jerry) Pane. Mr. Pane has a legal action being brought against him for the theft and embezzlement of millions of dollars of company funds during the eight years that Mr. Pane was an officer and chairman of the company. Records reveal that Mr. Pane spent excessively on personal expenses while claiming on 10-K filings that he was receiving no compensation from the company. Mr. Pane worked out of Mr. Spano’s office and the two would regularly exchange information. The company is also looking into the suspicious timing of Mr. Spano’s sale of shares of his stock, the timing of news or internal events, and the subsequent payment of such proceeds to Mr. Pane shortly thereafter. Mr. Spano fails to state in his biography that he, along with Mr. Pane, is a convicted felon, and together they seek to stymie the litigation and investigations being sought to recover investor funds by attempting a ill-planned coup of the company’s board and executive officers. Mr. Pane has made it very clear that he sees removing the current Board as the only solution to stop the pending litigation against him. Mr. Spano has expressed that he would put $2.5 million into the company, but when asked for a proof of funds, he failed to provide verification. Mr. Spano was asked what he would seek in return for his capital investment to see if the company was able to meet his terms, but he refused to provide an answer and continued to demand access to confidential company information. This raised suspicion about the sincerity of his offer, and given Mr. Spano’s criminal history, the company is investigating his trading practices and connection to Mr. Pane.]

~~Additionally,~~Pre-commencement ~~Mr.~~communications ~~Spano~~pursuant ~~(in~~to ~~partnership~~Rule ~~with Mr. Pane~~14d-2(b) was a primary litigant against the company in the case of RTC vs. U.S. Precious Metals, the settlement of which put the current Board and executive officers in place. However, once this Board began looking into suspect trading, theft, embezzlement and the misappropriation of funds by Mr. Pane and/or Mr. Spano, their contentment with current officers began to change. Also, Mr. Spano and Mr. Pane are the two registered owners of Marigold Minerals Holding, which had entered into a joint venture with the company for $3 million dollars of capital financing. The joint venture failed because Marigold, under the ~~direction~~Exchange ofAct ~~Mr.~~(17 ~~Pane,~~CFR ~~spent the funds invested on personal expenses~~240. The investor is also suing Mr. Pane seeking a judgment and the return of his investment funds. It is clear to the Board that the intent of Mr. Spano is to sabotage the company in an attempt to stop legal actions against Mr. Pane.14d-2(b))

~~The~~[ recent vote and self-appointments of executive positions are not recognized by the current Board of Directors, nor its executive management. Mr. Spano’s unsanctioned and an authorized 8-K filing to the SEC system should not be considered as a sanctioned action taken by the company’s existing management.]

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

~~Pursuant~~Indicate toby ~~the~~check ~~requirements~~mark ofwhether the ~~Securities~~registrant ~~Exchange~~is ~~Act~~an ofemerging ~~1934,~~growth ~~the~~company ~~registrant~~as ~~has~~defined ~~duly~~in ~~caused~~Rule ~~this~~405 ~~report~~of tothe beSecurities ~~signed~~Act onof ~~its~~1933 ~~behalf~~(§230.405 byof this chapter) or Rule 12b-2 of the ~~undersigned~~Securities ~~hereunto~~Exchange ~~duly~~Act ~~authorized~~of 1934 (§240.12b-2 of this chapter).

USEmerging ~~PRECIOUS~~growth ~~METALS, INC.~~company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(~~Registrant~~a) of the Exchange Act. ☐

~~/s/ JOHN LEUFRAY~~ 1

~~John~~Item ~~Leufray~~8.01 Other Events.

~~Chief~~A. ~~Executive~~Please ~~Officer~~refer to the letter from Mr. Joseph Spano, President of the Company, dated as of this date, to Mr. John Leufray. The letter to Mr. Leufray is attached as Exhibit 99.1

~~Date:~~B. On September 1213, 2018, the Company received from the Securities and Exchange Commission (“Commission”) an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) Of the Securities Exchange Act of 1934 (“Order”). The Company has been delinquent in its filing requirements under the Securities Exchange Act (“Exchange Act”). The Order calls for an administrative hearing and for the Company to file any defenses as to why its trading should not be suspended and registration revoked under the Exchange Act. The Order is attached as Exhibit 99.2.

C. On January 22, 2018, the Company filed Form 8-K (Item 8.01. Other Events) under titled Legal Action Against Former CEO & CFO. The disclosure stated that on January 2, 2018, the Company filed a legal action against the Company’s former CEO and Chairman, Gennaro “Jerry” Pane, and its former CFO, David Cutler. The lawsuit against defendants asserted multiple causes of action for conduct and practices regarding the time of their governance and sought damages on various grounds. The litigation was filed in the Circuit Court of Miami-Dade County, Florida under the caption: U.S. Precious Metals, Inc. vs. Gennaro “Jerry” Pane, David Cutler, Does 1-5 Roes 1-2 (Circuit Court 11^th Judicial District, Miami Dade County, Florida-Case No: 18-00003 CA 01).

On April 12, 2018, the above legal action was dismissed without prejudice and voided by the court.

D. The Company had previously posted a Warning Notice to Shareholders on the its web-site (uspr-holdings.com) which referred to a lawsuit by Mr. Keith Ritson against Mr. Jerry Pane. That lawsuit (Keith Ritson v. Gennaro “Jerry” Pane Superior Court of New Jersey, Ocean County, Civil Law Division, Docket L58.18) was dismissed without prejudice on July 2, 2018.

The above statements concerning the Order is qualified in its entirety by reference to the full text of the Order which is attached as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

99.1 – Letter dated September 18, 2018 to John Leufray from Joseph Spano.

99.2 – Letter dated September 12, 2018 from the Securities and Exchange Commission to the Company and Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) Of the Securities Exchange Act of 1934 from the Securities and Exchange Commission.

SIGNATURE

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.

US PRECIOUS METALS, INC.

(Registrant)

/s/ Joseph Spano

Joseph Spano

Acting Chief Executive Officer

Date: September 18, 2018

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