S-1

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

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTERNATIONAL PRECIOUS METALS INCORPORATED
(Exact name of registrant as specified in its charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization) 7350 Primary Standard Industrial Classification Code Number 46-3299283 IRS Employer
Identification Number

64040 Harvest Moon Rd.,

Desert Hot Springs, CA, 92240
Telephone: (760) 799-9462
(Name, address and telephone of principal executive offices)

Business Filings Incorporated
6100 Neil Road, Suite 500
Reno, Nevada 89511
Telephone: (608) 827-5300
(Name, address and telephone number of agent for service)

with a copy to:

Dean Law Corp.

601 Union Street, Suite 4200

Seattle, Washington 98101

Telephone:(206) 274-4598  Facsimile:  (206) 493-2777

Approximate date of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement.  

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  |__|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated fileroAccelerated fileroNon-accelerated fileroSmaller reporting companyþ

(Do not check if a smaller reporting company) 

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE (1)
Common Stock	2,000,000	$0.10 per share	$200,000	$25.76
TOTAL	2,000,000	$0.10 per share	$200,000	$25.76

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

(2)

Being sold in a Direct Public Offering.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed.  The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, Dated November__, 2013

 2              

PROSPECTUS

INTERNATIONAL PRECIOUS METALS INCORPORATED.

2,000,000 SHARES
COMMON STOCK

Before this offering, there has been no public market for our common stock.  After we complete this offering, we intend to have our shares of common stock quoted on the Over the Counter Bulletin Board operated by the Financial Industry Regulatory Authority.  There is no assurance that our shares will ever be quoted on the Over the Counter Bulletin Board.

We are offering 2,000,000 shares of our common stock in a direct public offering, without any involvement of underwriters or broker-dealers. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares.  The offering price is $0.10 per share.

There is no minimum purchase requirement and there are no arrangements to place the funds in an escrow, trust, or similar account.

Our common stock will be sold on our behalf by Roger Robertson, our sole officer and director. Mr. Robertson will not receive any commissions or proceeds from the offering for selling shares on our behalf.

Investing in our common stock involves risks.  See "Risk Factors" starting at page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The Date of This Prospectus Is: November__, 2013

3              

Table of Contents

	PAGE
Summary	5
Risk Factors	7
Forward-Looking Statements	9
Use of Proceeds	9
Determination of Offering Price	10
Dilution	10
Plan of Distribution	11
Description of Securities	13
Interest of Named Experts and Counsel	14
Description of Business	14
Legal Proceedings	15
Market for Common Equity and Related Stockholder Matters	15
Plan of Operations	16
Available Information	17
Directors, Executive Officers, Promoters and Control Persons	18
Executive Compensation	19
Security Ownership of Certain Beneficial Owners and Management	20
Certain Relationships and Related Transactions	20
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	20
Financial Statements	21

4                

Summary

Prospective investors are urged to read this prospectus in its entirety.

Our Business

We were incorporated on July 29, 2013.  We are a development stage company.  We do not have any revenues or operations, and we have minimal assets and have incurred losses since inception.  We intend to form a precious metals export company for the purpose of exporting precious metals worldwide for sale to designated refineries.

We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities and loans from our officer and director to fund operations.

Our administrative office is located at 64040 Harvest Moon Rd., Desert Hot Springs, CA, USA 92240.  Our registered statutory office is located at 64040 Harvest Moon Rd., Desert Hot Springs, CA, USA 92240.  Our fiscal year end is August 31, 2013.

Management or affiliates thereof will not purchase shares in this offering in order to reach the minimum.

The Offering:  

Securities Being Offered	Up to 2,000,000 shares of common stock, par value $0.001.
Terms of the Offering	We are offering up to 2,000,000 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means that our officers and directors will attempt to sell the shares, without any involvement of underwriters or broker-dealers.
Securities Issued And to be Issued	5,000,000 shares of our common stock are issued and outstanding as of the date of this prospectus.  In addition, we are offering up to 2,000,000 in a direct public offering.
Use of Proceeds	We will receive proceeds from the shares of our common stock that we sell we sell pursuant to our Direct Public Offering.  See “Use of Proceeds.”
Termination of the Offering	The offering will conclude when all of the 2,000,000 shares of common stock that are being offered by us have been sold, or we decide at any time to terminate the registration of the shares at our sole discretion.  In any event, the offering shall be terminated no later than one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days.
Market for the common stock	There has been no market for our securities.  Our common stock is not traded on any exchange or on the Over-the-Counter market.  After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for quotation on the Over-the-Counter Bulletin Board.  We do not yet have a market maker who has agreed to file such application.  There is no assurance that a trading market will develop or, if developed, that it will be sustained.  Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.

5                

Summary Financial Information (Audited)

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

		August 31, 2013
Balance Sheet
Total Assets	$	20,067
Total Liabilities	$	26,600
Stockholders’ Equity	$	(6,533)
		Period from July 29, 2013 (date of inception) to August 31, 2013
Income Statement
Revenue	$	-
Total Cost of Goods Sold	$	-
Total Operating Expenses	$	11,533
Net Loss	$	(11,533)

6                

Risk Factors

An investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.  The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.

Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months.  The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business.  As such we may have to cease operations and you could lose your investment.

WE LACK AN OPERATING HISTORY AND HAVE LOSSES THAT WE EXPECT TO CONTINUE INTO THE FUTURE.  THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES.  IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE WILL CEASE OPERATIONS AND YOU WILL LOSE YOUR INVESTMENT.

We were incorporated in July 29, 2013 and we have not started our proposed business operations or realized any revenues.  We have no operating history upon which an evaluation of our future success or failure can be made.  Our net loss since inception is $11,533, of which $38 is for office and general fees, and $11,495 is for professional fees.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

*

completion of this offering

*

our ability to attract customers who will buy our services from us

*

our ability to generate revenues through the sale of our services

Based upon current plans, we expect to incur operating losses in future periods since we will be  incurring expenses and not generating revenues.  We cannot guarantee that we will be successful in generating revenues in the future.  Failure to generate revenues will cause you to lose your investment.

IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.

We have no metal suppliers.  We have not identified any suppliers and we cannot guarantee we ever will have any suppliers.  Even if we obtain suppliers, there is no guarantee that we will generate a profit.  If we cannot generate a profit, we will have to suspend or cease operations.

IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Since we are small and do not have much capital, we must limit marketing our services.  The sale of services is how we will initially generate revenues.  Because we will be limiting our marketing activities, we may not be able to attract enough suppliers to operate profitably.  If we cannot operate profitably, we may have to suspend or cease operations.

BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS.  THIS ACTIVITY COULD PREVENT US FROM ATTRACTING CUSTOMERS AND RESULT IN A LACK OF REVENUES THAT MAY CAUSE US TO SUSPEND OR CEASE OPERATIONS.

Our sole officer and director, Mr. Robertson, will only be devoting limited time to our operations.  Mr. Robertson, our president and sole director will be devoting approximately 15 hours per week of his time to our operations.  Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him.  As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO HAS NO FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGEMENT, WHO IS RESPONSIBLE FOR OUR MANAGERIAL AND ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US.

We have only one officer and director.  He has no formal training in financial accounting and management; however, he is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002.  When the disclosure and accounting controls referred to above are implemented, he will be responsible for the administration of them.  Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.  However, because of the small size of our expected operations, we believe that he will be able to monitor the controls he will have created and will be accurate in assembling and providing information to investors.

BECAUSE OUR SOLE OFFICER AND DIRECTOR DOES NOT HAVE PRIOR EXPERIENCE IN FINANCIAL ACCOUNTING AND THE PREPARATION OF REPORTS UNDER THE SECURITIES EXCHANGE ACT OF 1934, WE MAY HAVE TO HIRE INDIVIDUALS WHICH COULD RESULT IN AN EXPENSE WE ARE UNABLE TO PAY.

Because our sole officer and director does not have prior experience in financial accounting and the preparation of reports under the Securities Act of 1934, we may have to hire additional experienced personnel to assist us with the preparation thereof.  If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely and you could lose your investment.

7                

RISKS RELATED TO THIS OFFERING:

BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, YOU WILL LOSE YOUR INVESTMENT.

Your funds will not be placed in an escrow or trust account.  Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to bankruptcy laws.  If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions.  As such, if the minimum conditions of this offering are not satisfied, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you.  If that happens, you will lose your investment and your funds will be used to pay creditors.

BECAUSE OUR SOLE OFFICER AND DIRECTOR WHO IS ALSO OUR SOLE PROMOTER, WILL OWN 71.4% OF OUR TOTAL OUTSTANDING COMMON STOCK EVEN IF THE MAXIMUM AMOUNT OF THE OFFERING IS SOLD, HE WILL RETAIN CONTROL OF US AND WILL BE ABLE TO DECIDE WHO WILL BE DIRECTORS AND YOU MAY NOT BE ABLE TO ELECT ANY DIRECTORS WHICH COULD DECREASE THE PRICE AND MARKETABILITY OF OUR SHARES.

Even if we sell all 2,000,000 shares of common stock in this offering, Roger Robertson will own 71.43% of our total outstanding common.  As a result, after completion of this offering, regardless of the number of shares we sell, Mr. Robertson will be able to elect all of our directors and control our operations, which could decrease the price and marketability of our shares.

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK.

There is currently no public trading market for our common stock.  Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares.  If you want to resell your shares, you will have to locate a buyer and negotiate your own sale.

BECAUSE THE SECIMPOSES ADDITIONAL SALES PRACTICE REQUIREMENTS ON BROKERS WHO DEAL IN OUR SHARES THAT ARE PENNY STOCKS, SOME BROKERS MAY BE UNWILLING TO TRADE THEM.  THIS MEANS THAT YOU MAY HAVE DIFFICULTY RESELLING YOUR SHARES AND THIS MAY CAUSE THE PRICE OF OUR SHARES TO DECLINE.

Our shares would be classified as penny stocks and are covered by Section IS (g) of the Securities Exchange Act of 1934 and the rules promulgated thereunder which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket.  For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you.  Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares.  This could prevent you from reselling your shares and may cause the price of our shares to decline.

FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock.  Further, many brokers charge higher transactional fees for penny stock transactions.  As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock.

8                

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

Use of Proceeds

We will receive all of the proceeds from the sale of the common stock offered through this prospectus in our direct public offering.  We are offering up to 2,000,000 shares in a direct public offering, without the involvement of underwriters or broker-dealers.  

Based on the maximum offering price, we estimate that our net proceeds from the Offering, after deducting commission and other estimated expenses payable in relation to the Offering (estimated to be $60,000) will be approximately $140,000.  We cannot guarantee that we will sell any or all of the shares being offered by us.  This is a best efforts offering with no minimum offering amount.  

The foregoing represents our best estimate of our allocation of our net proceeds from the Offering based on our current plans and estimates regarding our anticipated expenditures.  Actual expenditures may vary from these estimates, and we may find it necessary or advisable to re-allocate our net proceeds within the categories described above or to use portions of our net proceeds for other purposes.  

Pending the use of our net proceeds in the manner described above, we may also use our net proceeds for our working capital, place the funds in fixed deposits with banks and financial institutions or use the funds to invest in short-term money market instruments, as our Directors may deem appropriate in their absolute discretion.

We estimate that the expenses of the Offering will amount to approximately $60,000.

Our direct public offering is being made on a self-underwritten basis - with no minimum and a maximum of $200,000.  The table below sets forth the use of proceeds if 25%, 50%, 75% or 100% is sold.  

	25%	50%	75%	100%
Gross Proceeds	$50,000	$100,000	$150,000	$200,000
Offering Expenses	$60,000	$60,000	$60,000	$60,000
Net Proceeds	$(10,000)	$40,000	$90,000	$140,000

The net proceeds will be used as follows:

	25%	50%	75%	100%
Website development	0	2,500	10,000	15,000
Repayment of loan	(10,000)	10,000	10,000	10,000
Marketing & Advertising	0	0	30,000	30,000
Export Licensing	0	0	10,000	20,000
Equipment	0	2,500	5,000	10,000
Hiring one additional employee	0	0	0	30,000
Audit, accounting and filing fees	0	25,000	25,000	25,000
Total	$(10,000)	$40,000	$90,000	$140,000

9                

Determination of Offering Price

The price of the shares we are offering was arbitrarily by us.  The offering price bears no relationship to our assets, earnings, book value or other criteria of value.  Among the factors we considered were:

·

our lack of operating history

·

the proceeds to be raised by the offering

·

the amount of capital to be contributed by purchasers in this offering in proportion to the
amount of stock to be retained by our existing stockholder, and

·

our relative cash requirements.

Dilution

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered.  Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

The calculations below are based upon 5,000,000 common shares issued and outstanding and, a net tangible book value of $(6,533) or $(0.0013) per share of common stock as of August 31, 2013.

You will suffer substantial dilution in the purchase price of your stock compared to the net tangible book value per share immediately after the purchase.

The following assumes the sale of 100% of the shares of common stock in this offering.  After giving effect to the sale of 2,000,000 shares at an offering price of $0.10 per share of common stock our net tangible book value as of the closing of this offering would increase from $(0.0013) to $0.0276 per share.  This represents an immediate increase in the net tangible book value of approximately $0.0289 per share to current shareholders, and immediate dilution of about $0.0724 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.10
Net tangible book value per share prior to offering	$	(0.0013)
Increase per share attributable to new investors	$	0.0289
Net tangible book value per share after offering	$	0.0276
Dilution per share to new investors	$	0.0724

The following assumes the sale of 75% of the shares of common stock in this offering.  After giving effect to the sale of 1,500,000 shares at an offering price of $0.10 per share of common stock our net tangible book value as of the closing of this offering would increase from $(0.0013) to $0.0221 per share.  This represents an immediate increase in the net tangible book value of approximately $0.0234 per share to current shareholders, and immediate dilution of about $0.0779 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.10
Net tangible book value per share prior to offering	$	(0.0013)
Increase per share attributable to new investors	$	0.0234
Net tangible book value per share after offering	$	0.0221
Dilution per share to new investors	$	0.0779

The following assumes the sale of 50% of the shares of common stock in this offering.  After giving effect to the sale of 1,000,000 shares at an offering price of $0.10 per share of common stock our net tangible book value as of the closing of this offering would increase from $(0.0013) to $0.0156 per share.  This represents an immediate increase in the net tangible book value of approximately $0.0169 per share to current shareholders, and immediate dilution of about $0.0844 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.10
Net tangible book value per share prior to offering	$	(0.0013)
Increase per share attributable to new investors	$	0.00169
Net tangible book value per share after offering	$	0.00156
Dilution per share to new investors	$	0.0844

The following assumes the sale of 25% of the shares of common stock in this offering.  After giving effect to the sale of 500,000 shares at an offering price of $0.10 per share of common stock our net tangible book value as of the closing of this offering would increase from $(0.0013) to $0.0079 per share.  This represents an immediate increase in the net tangible book value of approximately $0.0092 per share to current shareholders, and immediate dilution of about $0.0921 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.10
Net tangible book value per share prior to offering	$	(0.0013)
Increase per share attributable to new investors	$	0.092
Net tangible book value per share after offering	$	0.0079
Dilution per share to new investors	$	0.0921

10                

Plan of Distribution

We are offering up to 2,000,000 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means that our officer and director will attempt to sell the shares, without any involvement of underwriters or broker-dealers.  This prospectus will permit our officer and director to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares that they may sell.  Our officer and director will sell the shares and intends to offer them to friends, family members and business acquaintances.  In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.  The intended methods of communication include, without limitations, telephone and personal contact.  For more information, see the section of this prospectus entitled "Plan of Distribution”.  The shares will be offered at a fixed price of $0.10 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which we have complied.

In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

Offering Period and Expiration Date

This offering will start on the date that this registration statement is declared effective by the SEC and continue for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days.  The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 2,000,000 shares registered under the Registration Statement of which this Prospectus is part.

We will not accept any money until this registration statement is declared effective by the SEC.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

-

execute and deliver a subscription agreement; and

-

deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to “International Precious Metals Incorporated”.  No subscription may be executed nor funds delivered prior to effectiveness of the registration statement.  The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason.  All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.  Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

  11         

Section 15(g) of the Exchange Act - Penny Stock Rules

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the OTC Bulletin Board system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which:

·

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

·

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements;

·

contains a brief, clear, narrative description of a dealer market, including "bid' and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

·

contains a toll-free telephone number for inquiries on disciplinary actions;

·

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

·

contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:

·

with a bid and offer quotations for the penny stock;

·

the compensation of the broker-dealer and its salesperson in the transaction;

·

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

·

monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our securities because it will be subject to these penny stock rules.  Therefore, security holders may have difficulty selling those securities.

Regulation M

Our sole officer and director, who will sell the shares, is aware that he is required to comply with the provisions of Regulation M, promulgated under the Securities and Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes officers and/or directors, sales agents, any broker-dealers or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a development stage corporation and have not started operations and have not yet generated or realized any revenues.

Our auditors have issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website and begin implementing and marketing our precious metals trading company.  We believe the technical aspects of our website will be sufficiently developed to use for our operations within 90 days from the completion of our offering.  Accordingly, we must raise cash from sources other than operations.  Our only other source for cash at this time is investments by others in our company.  We must raise cash to implement our project and begin our operations.  Regardless of the amount of money that we raise in this offering, we estimate that it will last twelve months.  The difference between the amount we raise and spend relates to the website development; marketing and advertising; equipment and officefurniture; hiring one employee and visiting a precious metal exporting country.  In each case, if we raise the maximum amount, we will devote more funds to the same in order to enhance the quality of the website and promote our business plan to potential suppliers.  We will not begin operations until we raise money from this offering.

We have only one officer and director.  He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002.  When theses controls are implemented, He will be responsible for the administration of the controls.  Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.

12                

Description of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As of August 31, 2013, there were 5,000,000 shares of our common stock issued and outstanding that is held by 1 stockholder of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.  Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business.  As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Reports

After we complete this offering, we will not be required to furnish you with an annual report.  Further, we will not voluntarily send you an annual report.  We will be required to file reports with the SEC under section I 5 (d) of the Securities Act and the reports will be filed electronically.  The reports we will be required to file are Forms 10- K, 10-Q, and 8- K.  You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an Internet site that will contain copies of the reports we file electronically.  The address for the Internet site is www.sec.gov.

Stock transfer agent

We have not selected a stock transfer agent yet.

13                

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries.  Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Dean Law Corp. has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus have been audited by M&K CPAS, PLLC to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Description of Business

General

We were incorporated in the State of Nevada on July 29, 2013.  We have not started operations.  We intend to provide a precious metals export company for the export of precious metals from Ghana and other jurisdictions for resale to refineries in various parts of the world, especially the United States of America. Ghana is a major gold producer with many small hinterland miners with raw gold for sale.

We have not yet generated any revenues and the only operation we have engaged in is the development of a business plan.  Our business office is located at 64040 Harvest Moon Rd., Desert Hot Springs, CA, 92240.  This is the home office of our President, Roger Robertson.

We have no plans to change our planned business activities or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change.  We have not yet begun operations and will not begin operations until we have completed this offering.  Our plan of operation is forward looking and there is no assurance that we will ever begin operations.

We have not conducted any market research into the likelihood of success of our operations or the acceptance of our products or advisory services by the public.

Our Strategy

We intend to develop a system for precious metal purchases from small miners in the developing world.  These precious metals will be purchased directly from producers, rough refined and assayed in the country of origin, then exported through the appropriate agency.  Initially, we intend to focus on the export of precious metals from Ghana, West Africa and gradually expand to other jurisdictions in West Africa and Latin America.  Most of the gold produced in Ghana is exported to America, Europe and Asia.  Through contacts in Ghana commissioned purchasing agents will be hired to secure precious metals from producers and to expedite the export process.

The Bullion Street states gold production in Ghana climbed 17% in 2012.

Production climbed to 4.2 million ounces from 3.6 million ounces in 2011.  The 2012 figure beats the commission’s forecast of 3.9 million ounces.

ACCRA (Bullion Street):  Africa’s second largest gold producer in Ghana announced a 17 percent increase in gold production last year.

According to Ghana Minerals Commission, the increase in output was mainly due to rising prices that encouraged higher output by companies.

Gold prices averaged $1,668 an ounce in 2012 from $1,572 an ounce a year earlier.  Production climbed to 4.2 million ounces from 3.6 million ounces in 2011.  The 2012 figure beats the commission’s forecast of 3.9 million ounces.

Australian miner Adamus Resources poured its first gold in January last year.  Newmont’s second gold mine at Akyem, located about 125 kilometers (80 miles) northwest of Accra is expected to start commercial production in 2013 with as much as 450,000 ounces annually.

Johannesburg-based miners AngloGold Ashanti Ltd. and Gold Fields Ltd. also operate in Ghana which has West Africa’s second-biggest economy after Nigeria.

Target Market

Initially we intend to focus on the export of precious metals from Ghana, West Africa and gradually expand to other jurisdictions in West Africa and Latin America.  A large number of gold exporting companies operate successfully in West Africa including Ghana.  Most of the gold produced in Ghana is exported to America, Europe and Asia.

Through contacts in Ghana commissioned purchasing agents will be hired to secure precious metals from producers and to expedite the export process.

14                

Regulatory Requirements

Jurisdictions that produce precious metals for export require some form of government control and licensing.  In Ghana, small exporting entities are required to be licensed through the government agency, Precious Metals Marketing Company Ltd. (PMMC).  This agency further requires that this exporting entity be incorporated as a Ghanaian company with at least one Ghana shareholder.  Licensing usually takes about two weeks at a cost of $2,000 USD per year.

After satisfying these requirements this Ghana company would be exclusively contracted to International Precious Metals Incorporated to facilitate the purchase and export of precious metals.

Other jurisdictions have similar export requirements and these will be assiduously adhered to as International Precious Metals Incorporated expands its operations to other countries.

Once the precious metal is approved for export and exported, it will be sent directly to a contracted refinery primarily in the United States where it will be assayed and payment immediately made by bank wire transfer

Some of the precious metals will be purchased for cash in the country of origin, secured under a letter of credit or sold under consignment and paid directly by the refinery.

Marketing

Initially, our services will be promoted by Mr. Robertson.  He will secure purchasing agents in Ghana through his contacts with Ghana citizens living in North America and through contacts in Ghana.  These agents will visit mine sites in Ghana to begin the procurement of precious metals primarily raw gold for export.

Revenue

We intend to generate revenue through the purchase of precious metals from producers, then exporting and selling to overseas refineries.  The differential between the purchase price and selling price minus expenses constitutes net profit to International Precious Metals Incorporated.  Prices paid by our U.S. refinery are based on Kitco prices on the day of the sale. Expenses will include commissions to purchasing agents, in country transportation, assay costs, export duties and fees, air transport, import duties and refinery charges at the refinery.

Employees; Identification of Certain Significant Employees

We are a development stage company and currently have no employees, other than our sole officer and director.  We intend to hire additional employees when they are needed.

Offices

Our administrative office is currently located at 64040 Harvest Moon Rd., Desert Hot Springs, CA, USA 92240 and our registered statutory office is at the same location.  Upon the completion of our offering, we intend to establish an office elsewhere.  As of the date of this prospectus, we have not sought or selected a new office site.

Legal Proceedings

We are not currently a party to any legal proceedings.  Our address for service of process in Nevada is 4421 Edward Avenue, Las Vegas, Nevada 89108.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock.  We anticipate applying for quotation of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 1 registered shareholder, our sole officer and director.

15                

Rule 144 Shares

The SEC has recently adopted amendments to Rule 144 which became effective on February 15, 2008 and applies to securities acquired both before and after that date.  Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions.  Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

·

1% of the total number of securities of the same class then outstanding, which will equal 50,000 shares as of the date of this prospectus; or

·

the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Such sales must also comply with the manner of sale and notice provisions of Rule 144.

As of the date of this prospectus none of our shares are eligible for resale pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.

we would not be able to pay our debts as they become due in the usual course of business; or

2.

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Plan of Operation

Assuming we sell less than  50% of the total offering, we will not be conducting any product research or development.  We do not expect to purchase any significant equipment.  Further we do not expect significant changes in the number of employees.

Upon completion of our public offering, our goal is to commence our operations.  We intend to accomplish the foregoing through the following milestones:

1.

Complete our public offering.  We believe that we will raise sufficient capital to begin our operations, and we believe that this could take up to 270 days from the date the Securities and Exchange Commission declares our offering effective.  We will not begin operations until we have closed this offering.  We intend to concentrate all of our efforts on raising as much capital as we can during this period.

2.

After completion of the offering, we will immediately begin to develop our website.  We believe that our website can be fully operational within 90 days and that it will cost between $2,000 and $4,500 to build our website.

3.

After our website is established, we intend to begin to market our business to potential suppliers or investors through our website and by personal contact through Mr. Robertson, our president.  Within 120 days after we complete our public offering, we should be in the position begin to obtain export licensing in Ghana.

In summary, our website should be fully operational within 90 days and we should begin the process to obtain export licensing in West Africa and subsequently Latin America.If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations.  If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

16                

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance.  We are in development stage operations and have not yet generated any revenues.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.

In addition to this offering, we are seeking equity financing in order to obtain the capital required to implement our business plan.  We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to our existing shareholders.  

Results of Operations for the Period Ending August 31, 2013

Revenues

We have not generated any revenues from our inception on July 29, 2013 to August 31, 2013.

Expenses

We have incurred total operating expenses of $11,533 since our inception on July 29, 2013 to August 31, 2013.  These expenses were comprised of professional fees of $11,495, and other office and general expenses of $38.

Liquidity and Capital Resources

As at August 31, 2013, we had total current assets of $20,067, cosisting of cash.

Cash Used in Operating Activities

Cash used in operating activities was $10,033 since our inception on July 29, 2013 to August 31, 2013.

Cash from Financing Activities

From our inception, on July 29, 2013, to August 31, 2013, we have raised a total of $30,100.  The amount raised was comprised of $5,000 from proceeds from sale of common stock and 25,100 from loans from a related party.

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549.  D.C. 20549.  Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.

    17        

Directors, Executive Officers, Promoters and Control Persons

Our executive officer and directors and their ages as of the date of this prospectus is as follows:

       Name of Director               

Age

Roger J. Robertson

79

Executive Officer:

       Name of Officer               

Age

                    Office_____________________

Roger J. Robertson                                 79

President, Chief Executive Officer, Secretary, Treasurer, 
Chief Financial Officer, Principal Accounting Officer

Biographical information

Set forth below is a brief description of the background and business experience of our sole officer and our directors for the past five years.

Roger J. Robertson, Director and President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer

Mr. Roger Robertson is a retired, respected project manager and mining engineer with 40 years’ experience in developing mines in North and South America for multi-national corporations.  Mr. Robertson has been retired for the past 5 years.  Mr. Robertson has not held any other directorships in a company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Independent Directors

The rules of the SEC require that we, because we are not listed on any national securities exchange, choose a definition of director “independence” for purposes of determining which directors are independent.  We have chosen to follow the definition of independence as determined by the Marketplace Rules of The Nasdaq National Market (“NASDAQ”).  Pursuant to NASDAQ’s definition, we do not have any independent directors.

Term of Office

Our officers and our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

Significant Employees

There are no persons other than our sole officer and directors above that are expected by us to make a significant contribution to our business.

          18

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by or paid to our executive officer by any person for all services rendered in all capacities to us for the fiscal period from our inception on July 29, 2013 to August 31, 2013 (our fiscal year-end).

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary FY 2013 ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compens- ation ($)	Total ($)
Roger Robertson, President, CEO, Secretary, Treasurer, CFO, Principal Accounting Officer and Director	2013	None	None	None	None	None	None	None	None

Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

Employment Agreements

We do not have any employment agreements.

19                

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth the ownership, as of the date of this Prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.  Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security.  A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right.  More than one person may be deemed to be a beneficial owner of the same securities.  The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days.  Consequently, the denominator used for calculating such percentage may be different for each beneficial owner.  Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.  The mailing address for all persons is Two Allen Center, 1200 Smith Street, Suite 1600, Houston, Texas 77002, United States of America.

Shareholders	Number of Shares	Percentage
Roger Robertson	5,000,000	100%

This table is based upon information derived from our stock records.  Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.  Applicable percentages are based upon 5,000,000 shares of common stock outstanding as of August 31, 2013.

Certain Relationships and Related Transactions

On August 28, 2013, we issued a total of 5,000,000 shares of restricted common stock to Roger Robertson sole officer and director.  These shares represent 100% of our issued and outstanding shares.  

Further, Mr. Robertson has advanced $25,100 to the company for expenses.  Mr. Robertson will be repaid from the proceeds of this offering.  There is no due date for the repayment of the funds advanced by Mr. Robertson. The obligation to Mr. Robertson does not bear interest.  There is no written agreement evidencing the advancement of funds by Mr. Robertson or the repayment of the funds to Mr. Robertson.  The entire transaction was oral.

Disclosure of Commission Position of Indemnification for
Securities Act Liabilities

Our sole officer and our directors are indemnified as provided by the Nevada Revised Statutes and our Bylaws.  We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction.  We will then be governed by the court's decision.

20                

Financial Statements

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheet as of  August 31, 2013	F-2
Statement of  Operations for the period from July 29, 2013 (Date of Inception) to August 31, 2013	F-3
Statement of  Stockholders’ Equity (Deficit) for the period from July 29, 2013 (Date of Inception) to August 31, 2013	F-5
Statement of Cash Flows for the period from July 29, 2013 (Date of Inception) to August 31, 2013	F-6
Notes to Financial Statements	F-8

21              

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

International Precious Metals, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of International Precious Metals, Inc. (A Development Stage Company) as of August 31, 2013 and the related statement of operations, changes in stockholders' equity (deficit) and cash flows for the period  from inception (July 29, 2013) through August 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of International Precious Metals, Inc. (A Development Stage Company) as of August 31, 2013, and the results of its operations and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statement, the Company suffered a net loss from operation and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 /s/ M&K CPAS, PLLC

 www.mkacpas.com

Houston, Texas

November 7, 2013

F-1               

INTERNATIONAL PRECIOUS METALS, INC.
(A Development Stage Company)
BALANCE SHEET
		August 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	20,067
TOTAL ASSETS	$	20,067
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,500
Loans from Related Party		25,100
TOTAL CURRENT LIABILITIES	$	26,600
STOCKHOLDERS' EQUITY (DEFICIT)
Authorized
75,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
5,000,000 common shares at August 31, 2013	$	5,000
Deficit accumulated during the development stage		(11,533)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	$	(6,533)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	20,067

The accompanying notes are an integral part of these financial statements.

F-2                

INTERNATIONAL PRECIOUS METALS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
		Cumulative results
		from inception
		(July 29, 2013) to
		August 31, 2013
REVENUE
Revenues	$	-
Total Revenues	$	-
EXPENSES
Office and general	$	38
Professional Fees		11,495
Total Expenses	$	11,533
NET LOSS	$	(11,533)
BASIC AND DILUTED LOSS PER COMMON SHARE
		(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Basic and Diluted)
		5,000,000

The accompanying notes are an integral part of these financial statements.

F-3            

INTERNATIONAL PRECIOUS METALS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
From inception (July 29, 2013) to August 31, 2013
							Deficit
	Common Stock						accumulated
					Additional		during the
	Number of				Paid-in		development
	shares		Amount		Capital		stage		Total
Balance at inception - July 29, 2013			-		-		-		-
Founder's stock issued on August 28, 2013
for cash, at $0.001 per share	5,000,000	$	5,000	$	-	$	-	$	5,000
Net Loss for the period to August 31, 2013							(11,533)		(11,533)
Balance, August 31, 2013	5,000,000	$	5,000	$	-	$	(11,533)	$	(6,533)

The accompanying notes are an integral part of these financial statements.

F-4                

INTERNATIONAL PRECIOUS METALS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
			July 29, 2013
			(date of inception) to
			August 31, 2013
OPERATING ACTIVITIES
	Net loss	$	(11,533)
	Change in other operating assets & liabilities:
	Increase (decrease) in accrued expenses	$	1,500
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
		$	(10,033)
FINANCING ACTIVITIES
	Proceeds from sale of common stock		5,000
	Loan from related party		25,100
NET CASH PROVIDED BY FINANCING ACTIVITIES
		$	30,100
NET INCREASE (DECREASE) IN CASH		$	20,067
CASH, BEGINNING OF PERIOD		$	-
CASH, END OF PERIOD		$	20,067
Supplemental cash flow information and noncash financing activities:
Cash paid for:
	Interest	$	-
	Income taxes	$	-

The accompanying notes are an integral part of these financial statements.

  F-5          

INTERNATIONAL PRECIOUS METALS, INC.

(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

August 31, 2013

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

International Precious Metals, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totaling $11,533.  The Company was incorporated on July 29, 2013 in the State of Nevada and established a fiscal year end at August 31.  The Company is a development stage company as defined in FASB ASC 915 organized to engage in mineral exploration.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. At August 31, 2013 there was a cash balance of $20,067.

Advertising

Advertising costs are expensed as incurred.  As of August 31, 2013, no advertising costs have been incurred.

Property

The Company does not own or rent any property.  The office space is provided by the president at no charge.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Income Taxes

The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.  

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Stock-based Compensation

The Company has not adopted a stock option plan and has not granted any stock options.

F-6               

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

-

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

-

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRS. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented.  The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”).  This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

F-7                

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Currently, the Company has a working capital deficit of $6,533, an accumulated deficit of $11,533 and net loss from operations since inception of $11,533. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern.  The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing shares.

The officer and director has committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.

NOTE 4 – CAPITAL STOCK

The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.

On August 28, 2013, the Company issued 5,000,000 founder’s shares to its Director at $0.001 per share for $5,000 in cash.

NOTE 5 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted the FASB standard related to fair value measurement at inception.  The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements.  The standard applies under other accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements.  The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.  The recorded values of long-term debt approximate their fair values, as interest approximates market rates.  As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows.

·       Level 1.  Observable inputs such as quoted prices in active markets;

·       Level 2.  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

·       Level 3.  Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company’s financial instruments are cash, accounts receivable, and accounts payable.  The recorded values of cash, accounts receivable, and accounts payable approximate their fair values based on their short-term nature.  

The following table presents assets that were measured and recognized at fair value as of August 31, 20131 and the year then ended on a recurring basis:

Description	Level 1	Level 2	Level 3	Total Realized Loss
	$         -	$         -	$         -	$         -
Totals	$         -	$         -	$         -	$         -

NOTE 6 – LOAN PAYABLE – RELATED PARTY LOANS

As of August 31, 2013, net advances from the shareholder of the Company were $25,100. The amount is unsecured, non-interest bearing and is due on demand.  Imputed interest is immaterial.

NOTE 7 – INCOME TAXES

The Company has losses carried forward for income tax purposes for August 31, 2013.  There are no current or deferred tax expenses for the period ended August 31, 2013 due to the Company’s loss position.  The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.  Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carry-forward period.

Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.  

	August 31, 2013
Net operating loss carry forward	11,533
Effective Tax rate	35%
Deferred Tax Assets	4,037
Less: Valuation Allowance	(4,037)
Net Deferred Tax Asset	$       0

The net federal operating loss carry forward will expire between 2029 and 2030.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions as of any date on or before August 31, 2013.

NOTE 9 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no events to disclose.

F-8                

Part II

Information Not Required In the Prospectus

Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee	$	25.76
Accounting fees and expenses	$	7,000.00
Legal fees and expenses	$	50,000.00
Edgar filing fees	$	2,000.00
Miscellaneous expenses	$	974.24
Total	$	60,000.00

* All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Indemnification of Directors and Officers

Our sole officer and our directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation.  Excepted from that immunity are:

(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3)	a transaction from which the director derived an improper personal profit; and
(4)	willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

(1)	such indemnification is expressly required to be made by law;
(2)	the proceeding was authorized by our Board of Directors;
(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4)	such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request.  This advance of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

22                

Recent Sales of Unregistered Securities

On August 28, 2013, we issued 5,000,000 shares of common stock to our sole officer and director at a purchase price of $0.001 per share for cash received of $5,000.

All of the above shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act").  In connection with this issuance, all purchasers were provided with access to all material aspects of the company, including the business, management, offering details, risk factors and financial statements. They also represented to us that they were acquiring the shares as a principal for their own account with investment intent.  They each also represented that they were sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision.  This issuance of securities was not accompanied by general advertisement or general solicitation.  

Exhibits

Exhibit
Number	Description
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Legal Opinion of Dean Law Corp., with consent to use
23.1	Consent of M&K CPAS, PLLC
99.1	Form of Subscription Agreement

The undersigned registrant hereby undertakes:

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(b)	To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	(c)	To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.
2.	That, for the purpose of determining any liability under the
	Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.	To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4.	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.  We will then be governed by the final adjudication of such issue.
5.	Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided; however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

23                

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Desert Hot Springs, State of California, on the 7^th day of November, 2013.

International Precious Metals Incorporated.

By:/s/ Roger J. Robertson
Roger J. Robertson
President, Chief Executive Officer,
Secretary, Treasurer, Principal
Accounting Officer, Chief
Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE
/s/ Roger J. Robertson	President, Chief Executive	November 7, 2013
Roger J. Robertson	Officer, Secretary, Treasurer,
	Principal Accounting Officer,
	Principal Financial Officer
	and Director

24               

EX-3.1

EX-3.2

BYLAWS

OF

INTERNATIONAL PRECIOUS METALS INCORPORATED.

July 29, 2013

ARTICLE I

OFFICES AND CORPORATE SEAL

SECTION 1.1 Registered Office.  International Precious Metals Incorporated., (hereinafter the “Corporation”) shall maintain a registered office in the State of Nevada.  In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board.  The Board of Directors may change the Corporation’s registered office and principal office from time to time.

SECTION 1.2 Other Offices.  The Corporation may also maintain offices at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors (hereinafter the “Board”), and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

SECTION 1.3 Corporate Seal.  A Corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation, but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name of the Corporation and in the center the words “corporate seal”, the year incorporated, and the state where incorporated.

ARTICLE II

SHAREHOLDERS

SECTION 2.1 Shareholders Meetings.  All meetings of the shareholders shall be held at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 p.m., or at such other time and place as may be fixed from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.  A special or annual meeting called by shareholders owning a majority of the entire capital stock of the Corporation pursuant to Sections 2.2 or 2.3 shall be held at the place designated by the shareholders calling the meeting in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.2 Annual Meetings.  Annual meetings of a shareholders shall be held on a date designated by the Board of Directors or if that day shall be a legal holiday, then on the next succeeding business day, or at such other date and time as shall be designated from time to time by the Board and stated in the notice of the meeting.  At the annual meeting, shareholders shall elect the Board and transact such other business as may properly be brought before the meeting.  In the event that an annual meeting is not held on the date specified in this Section 2.2, the annual meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

— 1 —

SECTION 2.3 Special Meetings of Shareholders.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada statute or by the Articles of Incorporation (hereinafter the “Articles”), may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board, or at the request in writing of shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.  In the event that the President or Secretary fails to call a meeting pursuant to such a request, a special meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.4 List of Shareholders.  The officer who has charge of the stock transfer books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of a shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder.  Such list shall be open to examination and copying by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.

SECTION 2.5 Notice of Shareholders Meetings.  Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.  If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the Corporation.  Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.

SECTION 2.6 Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of, or permitted to vote at, any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the stock transfer books are not enclosed and no record date is fixed for the determination of shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, the record date shall be 4:00 p.m. on the day before the day on which notice of the meeting is given or, if notice is waived, the record date shall be the day on which, and the time at which, the meeting is commenced.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, provided that the board may fix a new record date for the adjourned meeting and further provided that such adjournments do not in the aggregate exceed thirty (30) days.  The record date for determining shareholders entitled to express consent to action

— 2 —

without a meeting pursuant to Section 2.9 shall be the date on which the first shareholder signs the consent.

SECTION 2.7 Quorum and Adjournment.

(a)

The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by Nevada statute or by the Articles.

(b)

Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum.  Unless the vote of a greater number or voting by classes is required by Nevada statute or the Articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting.

(c)

If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

SECTION 2.8 Voting.  At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period not to exceed seven (7) years.

SECTION 2.9 Action Without Meeting.  Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote with respect to the subject matter of the action unless a greater percentage is required by law in which case such greater percentage shall be required.

Section 2.10 Waiver.  A shareholder’s attendance at a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration of a particular matter at the meeting unless the shareholder objects to considering the matter when it is presented.  A shareholder may otherwise waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before, at or after the time of the meeting.

— 3 —

SECTION 2.11 Conduct of Meetings.  Meetings of the shareholders shall be presided over by a chairman to be chosen, subject to confirmation after tabulation of the votes, by a majority of the shareholders entitled to vote at the meeting who are present in person or by proxy.  The secretary for the meeting shall be the Secretary of the Corporation, or if the Secretary of the Corporation is absent, then the chairman initially chosen by a majority of the shareholders shall appoint any person present to act as secretary.  The chairman shall conduct the meeting in accordance with the Corporation’s Articles, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting.  After calling the meeting to order, the chairman initially chosen shall call for the election inspector, or if no inspector is present then the secretary of the meeting, to tabulate the votes represented at the meeting and entitled to be cast.  Once the votes are tabulated, the shares entitled to vote shall confirm the chairman initially chosen or shall choose another chairman, who shall confirm the secretary initially chosen or shall choose another secretary in accordance with this section.  If directors are to be elected, the tabulation of votes present at the meeting shall be announced prior to the casting of votes for the directors.

Section 2.12 Election Inspector.  The Board of Directors, in advance of any shareholders meeting, may appoint an election inspector to act at such meeting.  If an election inspector is not so appointed or is not present at the meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment.  If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce the results thereof; hear and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts as may be proper to ensure the fair conduct of the meeting.

ARTICLE III

DIRECTORS

SECTION 3.1 Number and Election.  The number of directors that shall constitute the whole Board shall initially be three; provided, such number may be changed by the shareholders so long as the number of directors shall not be less than one or more than nine.  Directors shall be elected by the shareholders, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation or removal.

SECTION 3.2 Powers.  The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Nevada statute, the Articles, or these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 3.3 Resignation of Directors.  Any director may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 3.4 Removal of Directors.  Any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.

SECTION 3.5 Vacancies.  Vacancies resulting from the resignation or removal of a director and newly created directorships resulting from any increase in the authorized number of directors shall be filled by the shareholders in accordance with Section 3.1.

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SECTION 3.6 Place of Meetings.  Unless otherwise agreed by a majority of the directors then serving, all meetings of the Board of Directors shall be held at the Corporation’s principal office between the hours of 9:00 a.m. and 5:00 p.m., and such meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.6 shall constitute presence in person at such meeting.

SECTION 3.7 Annual Meetings.  Annual meetings of the Board shall be held immediately following the annual meeting of the shareholders and in the same place as the annual meeting of shareholders.  In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.

SECTION 3.8 Regular Meetings.  Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

SECTION 3.9 Special Meetings.  Special meetings of the Board may be called by the President or the Secretary with seven (7) days’ notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors and shall in such case be held at the time requested by those directors, o if the President or Secretary fails to call the special meeting as requested, then the meeting may be called by the two requesting directors ad shall be held at the time designated by those directors in the notice.

SECTION 3.10 Quorum and Voting.  A quorum at any meeting of the Board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum.  If a quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present.  If a quorum is present, then the affirmative vote of a majority of directors present is the act of the Board of Directors.

SECTION 3.11 Action Without Meeting.  Unless otherwise restricted by the Articles of these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Committee of the Board.  The Board, by resolution, adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board.  The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time.  The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

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SECTION 3.13 Compensation.  To the extent authorized by resolution of the Board and not prohibited or limited by the Articles, these Bylaws, or the shareholders, a director may be reimbursed by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated salary or both for attending meetings of the Board.  No such reimbursement or payment shall preclude any director from serving the Corporation in any such capacity and receiving compensation therefore.

SECTION 3.14 Waiver.  A director’s attendance at or participation in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.  A director may otherwise waive notice of any annual, regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.

SECTION 3.15 Chairman of the Board.  A Chairman of the Board may be appointed by the directors.  The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the shareholders, or these Bylaws.  The Vice Chairman, if one has been elected, shall serve in the Chairman’s absence.

SECTION 3.16 Conduct of Meetings.  At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

(a)

The Chairman of the Board;

(b)

The Vice Chairman;

(c)

The President of the Corporation; or

(d)

A director chosen by a majority of the directors present, or if a majority is unable to agree on who shall act as chairman, then the director with the earliest date of birth shall act as the chairman.

The Secretary of the Corporation, or if he shall be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the minutes thereof.  The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such meeting, but the same may be changed by the vote of a majority of those directors present at such meeting.  The Board shall keep regular minutes of its proceedings.

ARTICLE IV

OFFICERS

SECTION 4.1 Titles, Offices, Authority.  The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice Presidents, one or more assistant secretaries and assistant treasurers, or any other officer appointed by the Board.  Any number of offices may be held by the same person, unless the Articles or these Bylaws otherwise provide.  If only one person is serving as an officer of this Corporation, he or she shall be deemed to be President and Secretary.  An officer shall have such authority and shall perform such duties in the management of the Corporation as may be provided by the Articles or these Bylaws, or as may be determined by resolution of the Board or the shareholders in accordance with Article V.

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SECTION 4.2 Subordinate Officers.  The Board may appoint such subordinate officers, agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.  The Board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees.  Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

SECTION 4.3 Appointment, Term of Office, Qualification.  The officers of the Corporation shall be appointed by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed and qualified, or until resignation or removal.

SECTION 4.4 Resignation.  Any officer may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 4.5 Removal.  Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.6 Vacancies.  A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV for appointment to such office.

SECTION 4.7 The President.  The President shall preside at all meetings of shareholders.  The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation.  He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.

SECTION 4.8 The Vice President.  Each Vice President shall have such powers and perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws.  At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the President.

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SECTION 4.9 The Secretary.  The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary.  He shall also have such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe.  If no officer has been named as Secretary, the duties of the Secretary shall be performed by the President or a person designated by the President.

SECTION 4.10 The Treasurer.  The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction by the Board, by the President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the directors at the regular meetings of the Board or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board.  He may sign, with the President or a Vice President, certificates of stock of the Corporation.  If no officer has been named as Treasurer, the duties of the Treasurer shall be performed by the President or a person designated by the President.

SECTION 4.11 Compensation.  The Board shall have the power to set the compensation of all officers of the Corporation.  It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to set the compensation of such subordinate officers.

ARTICLE V

AUTHORITY TO INCUR CORPORATE OBLIGATIONS

SECTION 5.1 Limit on Authority.  No officer or agent of the Corporation shall be authorized to incur obligations on behalf of the Corporation except as authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders.  Such authority may be general or confined to specific instances.

SECTION 5.2 Contracts and Other Obligations.  To the extent authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders, officers and agents of the Corporation may enter into contracts, execute and deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.

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ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 6.1 Certificates for Shares.  Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board.  Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary.  The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees.  Each certificate for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.

SECTION 6.2 Issuance.  Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for the shares is adequate.  A certificate shall not be issued for any share until such share is fully paid.

SECTION 6.3 Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares.  The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be August 31.

ARTICLE VIII

DIVIDENDS

From time to time the Board may declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles.

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ARTICLE IX

INDEMNIFICATION

The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the Articles or these Bylaws.  The Corporation’s obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim.  The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation.

ARTICLE X

REPEAL, ALTERATION OR AMENDMENT

These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the shareholders at a special meeting called for that purpose.  Any amendment made by the shareholders shall be valid.

IN WITNESS WHEREOF, the undersigned, being the directors of International Precious Metals Incorporated, adopt the foregoing Bylaws, effective as of the date first written above.

DIRECTOR:

/s/ Roger J. Robertson

________________________________

Roger J. Robertson ~ DIRECTOR

CERTIFICATION

The undersigned, as secretary of International Precious Metals Incorporated, hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors.

/s/ Roger J. Robertson

_______________________________

Roger J. Robertson ~ SECRETARY

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EX-5.1

Tel:  206.274.4598 Fax:  206.493.2777 e-mail: info@deanlawcorp.com

November 7, 2013

Via EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549

Ladies and Gentlemen:

Re: International Precious Metals Incorporated.

We have acted as counsel for International Precious Metals Incorporated (the "Company") in connection with the filing of the filing of the Registration Statement on Form S-1 with the Securities and Exchange Commission.  Please be advised that, we have reached the following conclusions regarding the offering:

1.           The Company is a duly and legally organized and existing Nevada State Corporation, with its registered office located in Las Vegas, Nevada and its principal place of business located in Desert Hot Springs, California.  The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on July 29, 2013.  The Company's existence and form is valid and legal pursuant to Nevada law.

2.           The Company is a fully and duly incorporated Nevada corporate entity.  The Company has one class of Common Stock at this time.  Neither the Articles of Incorporation, Bylaws, nor amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock.  The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, its Constitution and reported judicial decisions interpreting those laws and when such stock was issued it was duly authorized, fully paid for and non-assessable.

3.           To our knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement.  We know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement.  We know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.

4.           The Company's outstanding shares are all common shares.  There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company.

5.           The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, civil or general, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer.  This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.

6.           The Company's Articles of Incorporation presently provide the authority to the Company to issue 75,000,000 shares of common stock, with a par value of $0.001 per share.

7.

  By directors’ resolution, the Company has authorized the issuance of up to 2,000,000 shares of common stock to be sold by the Company in a direct public offering.

8.

  Under the applicable law of the State of Nevada (including statutory, regulatory and case law), the 2,000,000 shares of common stock of the Company being registered pursuant to the Registration Statement to be sold by the Company were duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and nonassessable and, when sold as contemplated in the Registration Statement, will continue to be validly issued, fully paid and nonassessable.

We consent to filing this opinion as an exhibit to the Company’s Form S-1 registration statement and also consent to the reference to our name in the prospectus which forms a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Yours very truly,

/s/ Dean Law Corp.

DEAN LAW CORP.

601 Union Street, Suite 4200, Seattle, Washington 98101 – www.deanlawcorp.com

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

International Precious Metals, Inc.

We consent to the use of our report dated November 7, 2013, with respect to the financial statements of International Precious Metals, Inc. as of and for the period ended August 31, 2013 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the period from inception on July 29, 2013 through August 31, 2013, and to the reference to our firm under the caption “Experts”, included in the Registration Statement on Form S-1/A filed by International Precious Metals, Inc. dated November 7, 2013.

 /s/ M&K CPAS, PLLC

 Houston, Texas

November 7, 2013

EX-99.1

INTERNATIONAL PRECIOUS METALS INCORPORATED.

SUBSCRIPTION AGREEMENT

Name of Purchaser			(the “Purchaser”)
Address
City
State / Province / Region
ZIP / Postal Code
Country
Telephone
Email
Date
Number of Shares Purchased		x US$0.10 =		*
			Subscription Price
Signature of Purchaser	*Please make check payable to: “INTERNATIONAL PRECIOUS METALS INCORPORATED”

The foregoing Subscription is accepted for and on behalf of International Precious Metals Incorporated:   

By:		Date:
	Roger J. Robertson, President

1.0

Purchase and Sale of Shares

The Purchaser subscribes for and agrees to purchase common shares (the "Shares") of International Precious Metals Incorporated., a Nevada corporation (the "Company") at a price of US$0.10 per share to be recorded in the name of the Purchaser at the address set out above.  Payment for the Shares is attached in the form of a check payable to International Precious Metals Incorporated.  

2.0

Representations, Warranties and Acknowledgements of the Purchaser

The Purchaser acknowledges, represents and warrants as of the date of this Agreement that:

2.1

No person has made to the Purchaser any written or oral representations:

(a)

that any person will resell or repurchase the Shares;

(b)

that any person will refund the purchase price of the Shares; or

(c)

as to the future price or value of the Shares.

2.2

The Company has made available to the Purchaser the Company’s Form S-1.  The Purchaser acknowledges that no information furnished by the Company constitutes investment, accounting, legal or tax advice.  The Purchaser is relying solely upon itself and its professional advisors, if any, for such advice.

2.3

The Purchaser has the legal capacity and competence to enter into and execute this agreement and to take all actions required hereunder.

2.4

The representations, warranties and acknowledgements of the Purchaser contained in this Section will survive the closing of this Agreement.

3.0

Representations, Warranties and Acknowledgements of the Company

The Company acknowledges, represents and warrants as of the date of this Agreement that:

3.1

It is a valid and subsisting corporation duly incorporated and is in good standing under the laws of the jurisdictions in which it is incorporated.

3.2

The Shares, when issued, will be fully paid and non-assessable shares of the Company and will be issued free and clear of all liens, charges and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws.

4.0

Closing

The Company will confirm whether or not the Agreement is acceptable, whereupon the Company will deliver to the Purchaser a signed copy of this Agreement, and within one month shall deliver a certificate representing the Shares, registered in the name of the Purchaser.

5.0

Withdrawal of Subscription

The Purchaser has a Two Day Cancellation Right and can cancel this agreement by sending notice to the Company by midnight on the 2^nd business day after you sign this agreement.

6.0

Miscellaneous

6.1

Except as expressly provided in this Agreement, this Agreement contains the entire agreement between the parties with respect to the Shares and there are no other terms, conditions, representations or warranties whether expressed, implied, or written by statute, by common law, by the Company, by the Purchaser or by anyone else.

6.2

The parties to this Agreement may amend this Agreement only in writing and with the consent of each of the parties hereto.

6.3

This Agreement shall enure to the benefit of and shall be binding upon the parties to this Agreement and their respective successors and permitted assigns.

[END OF SUBSCRIPTION AGREEMENT]