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

                                   FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the period ended November 30, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE Act
of 1934 for the transition period from ___ to ___.

                         Commission File Number 0-50703

                           U.S. Precious Metals, Inc.

       Delaware                                       14-1839426
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                    Six Glory Lane, Sussex, New Jersey 07644
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (973) 875-7647
                -------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered under Section 12 (b) of the Act:

  Title of each class                       Name of exchange on which
  to be registered                         each class is to be registered
  -------------------                             ------------------------------
            None                                              None

Securities registered under Section 12(g) of the Act:

                                  Common Stock
                                --------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the proceeding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

(1) Yes: [X] No: [ ] (2) Yes: [X] No: [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of November 30, 2005: 26,967,158 shares of Common Stock,
$.00001 par value.

Transitional Small Business Issuer Format (Check One):
Yes:      No:  [X]


<PAGE>

 PART I - FINANCIAL INFORMATION

                                                                     Page Number

Item 1.   Financial Statements (Unaudited):


Consolidated Balance Sheets                                               1

Consolidated Statements of Operations and
    Deficit Accumulated During Exploration Stage
    Six Months Ended November 30, 2005 and 2004                           2

Consolidated Statements of Operations and
    Deficit Accumulated During Exploration Stage
    Three Months Ended November 30, 2005 and 2004                         3

Consolidated Statements of Cash Flows                                     4

Notes to Consolidated Financial Statements                                5


Item 2. Management's Discussion and Analysis                              6

Item 3. Controls and Procedures                                           8

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                 8

Item 2. Unregistered Sale of Securities and Use of Proceeds               8

Item 3. Defaults upon Senior Securities                                   9

Item 4. Submission of Matters to Vote of Security holders                 9

Item 5. Other Information                                                 9

Item 6. Exhibits and Reports on Form 8-K                                  9

Signatures                                                                10


                                        i
<PAGE>

                                     Part I

Item 1. Financial Statements.
-----------------------------

                           U. S. PRECIOUS METALS, INC.
                         (An Exploration Stage Company)
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                            November 30, 2005   May 31, 2005
                                                            -----------------   ------------
                                                                (Unaudited)        (Audited)
<S>                                                               <C>             <C>
Current Assets:
    Cash                                                          $ 6,243         $ 4,734

         Total current assets                                       6,243           4,734

Other Assets:
    Investments in mining rights                                   63,598          63,598
    Demand loan receivable                                             --           5,000

         Total Assets                                            $  69,841      $  73,332
                                                                 =========      =========

<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                               <C>             <C>
Current Liabilities:
    Accounts payable                                             $   5,186      $  13,226
    Demand loan payable                                             45,000             --

         Total current liabilities                                  50,186         13,226

Stockholders' Equity:
    Preferred stock:  authorized 10,000,000
        shares of $.00001 par value; issued
        and outstanding, none
    Common stock:  authorized 100,000,000
        shares of $.00001 par value; issued and outstanding,
      26,967,158 and 26,816,018, respectively                          270            268
    Additional paid in capital                                     839,092        814,982
    Deficit accumulated during exploration stage                  (819,707)      (755,144)

         Total stockholders' equity                                 19,655         60,106

                  Total Liabilities and Stockholders' Equity     $  69,841      $  73,332
                                                                 =========      =========
</TABLE>

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


                                        1
<PAGE>

                           U. S. PRECIOUS METALS, INC.
                         (An Exploration Stage Company)
                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                      ACCUMULATED DURING EXPLORATION STAGE

<TABLE>
<CAPTION>

                                                      Six Month Period
                                                     Ended November 30,            January 21, 1998
                                                     ------------------           (Date of Inception)
                                                      2005            2004        To November 30, 2005
                                                      ----            ----        --------------------
<S>                                             <C>              <C>                 <C>
Revenue                                         $         --     $         --        $         --

Expenses (A)                                          64,563          139,995             819,707


Loss accumulated during
    exploration stage                           $    (64,563)    $   (139,995)       $   (819,707)
                                                ============     ============        ============

Net Loss Per Share -
    Basic and Diluted                           $        (--)    $       (.01)
                                                ============     ============

Weighted Average Number of Shares
    Outstanding - Basic and Diluted               26,883,727       26,325,228
                                                ============     ============


(A) Expenses include the following amounts:

         Geology fees                           $      9,000     $      5,000
         Professional fees                            39,069           44,778
         Salaries                                      6,838           14,274
         Consulting fees                               2,500           27,000
         Licenses and permits                          2,713               --
         Travel and entertainment                        184           17,989
         Insurance                                        --            4,688
         Auto rental                                      --            9,890
         Other expenses                                4,259           16,376
                                                ------------     ------------
                                                $     64,563     $    139,995
                                                ============     ============
</TABLE>

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


                                        2
<PAGE>

                           U. S. PRECIOUS METALS, INC.
                         (An Exploration Stage Company)
                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                      ACCUMULATED DURING EXPLORATION STAGE

<TABLE>
<CAPTION>
                                                     Three Month Period
                                                     Ended November 30,            January 21, 1998
                                                     ------------------           (Date of Inception)
                                                      2005            2004        To November 30, 2004
                                                      ----            ----        --------------------
<S>                                             <C>              <C>                 <C>

Revenue                                         $         --      $         --      $         --

Expenses (A)                                          29,887            41,570           819,707


Loss accumulated during
    exploration stage                           $    (29,887)     $    (41,570)     $   (819,707)
                                                ============      ============      ============
Net Loss Per Share -
    Basic and Diluted                           $         --      $         --
                                                ============      ============

Weighted Average Number of Shares
    Outstanding - Basic and Diluted               26,910,063        26,449,758
                                                ============      ============


(A) Includes the following expenses:

         Geology fees                           $      4,500      $      2,000
         Professional fees                            22,035             9,368
         Salaries                                         --             7,617
         Insurance                                        --             2,025
         License and permits                           2,713                --
         Consulting fees
         Travel and entertainment                        120             6,157
         Auto rental                                      --             4,437
         Other expenses                                  519             9,966
                                                ------------      ------------
                                                $     29,887      $     41,570
                                                ============      ============
</TABLE>

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



                                       3
<PAGE>

                           U. S. PRECIOUS METALS, INC.
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                        Six Months         January 21, 1998
                                                     Ended November 30,  (Date of Inception) to
                                                    2005          2004     November 30, 2005
                                                    ----          ----     -----------------
<S>                                             <C>            <C>            <C>
Cash Flows From Operations:
Net loss                                        $ (64,563)     $(139,995)     $(819,707)
Charges not requiring the outlay of cash:
    Common stock issued for services                9,112         25,000        256,862
Changes in assets and liabilities:
    Increase (decrease) in accounts payable        (8,040)           399          5,186


       Net Cash Consumed by
         Operating Activities                     (63,491)      (114,596)      (557,659)
                                                ---------      ---------      ---------

Cash Flows From Investing Activities:
    Investments in mining rights                       --             --        (48,598)
    Repayment of receivable                         5,000             --
                                                ---------      ---------


        Net Cash Provided (Consumed) by
         Investing Activities                       5,000             --        (48,598)
                                                ---------      ---------      ---------

Cash Flows From Financing Activities:
    Sales of common stock                          15,000        120,000        567,500
    Proceeds of demand loans                       45,000             --         45,000
                                                ---------      ---------

         Net Cash Provided by
         Financing Activities                      60,000        120,000        612,500
                                                ---------      ---------

Net Increase In Cash Balance                        1,509          5,404          6,243

Cash Balance, Beginning of Period                   4,734         23,534             --

Cash Balance, End of Period                     $   6,243      $  28,938      $   6,243
                                                =========      =========      =========
</TABLE>

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


                                       4
<PAGE>

                           U. S. PRECIOUS METALS, INC.
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                November 30, 2005

1.   BASIS OF PRESENTATION

The unaudited interim consolidated financial statements of U.S. Precious Metals,
Inc. and its subsidiary ("the Company") as of November 30, 2005 and for the
three and six month periods ended November 30, 2005 and November 30, 2004, have
been prepared in accordance with U.S. generally accepted accounting principals.
In the opinion of management, such information contains all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results for such periods. The results of operations for the
three months ended November 30, 2005 are not necessarily indicative of the
results to be expected for the full fiscal year ending May 31, 2006.

Certain information and disclosures normally included in the notes to financial
statements have been condensed or omitted as permitted by the rules and
regulations of the Securities and Exchange Commission, although the Company
believes the disclosure is adequate to make the information presented not
misleading. The accompanying unaudited financial statements should be read in
conjunction with the financial statements of the Company for the year ended May
31, 2005.

2.   SUPPLEMENTARY CASH FLOWS INFORMATION

There was no cash paid for either interest or income taxes during either of the
periods presented. During the quarter ended November 30, 2005, the Company
issued 91,126 shares in settlement of an invoice due.

3.   COMMON STOCK

Shares of common stock were issued during the 2005 period in private placement
offerings. A total of 60,000 shares were issued, yielding proceeds of $15,000.
These shares were accompanied by 30,000 warrants, each permitting the purchase
one-half share of common stock at $.50 per share. These warrants expire 18
months after the date of issuance. In addition, 91,126 shares of common stock
were issued for services, valued at $9,112.

4.   WARRANTS

As of November 30, 2005, there are 3,940,000 warrants available for exercise at
$.50 per share through December 31, 2006. The following table details the
warrants for the six month period ended November 30, 2005:

          Warrants outstanding May 31, 2005           3,910,000
          Warrants issued                                30,000
          Warrants exercised
                                                      ---------
          Warrants outstanding November 30, 2005      3,940,000
                                                      =========


                                       5
<PAGE>

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
          OPERATION
--------------------------------------------------------------------------------

      This section of this report and other parts of this report contain
forward-looking statements that involve risks and uncertainties. All
forward-looking statements included in this report are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of a number of
factors, many of which cannot be predicted or anticipated. The following should
be read in conjunction with the unaudited consolidated financial statements of
the Company included elsewhere herein.

      We are a mineral exploration company. We have acquired exploration
concessions to certain mineral properties known as "Solidaridad I", "Solidaridad
II," "Solidaridad III," "Solidaridad IV", and "Solidaridad V" (collectively, the
"Solidaridad Properties"). The Solidaridad Properties are located in State of
Michoacan, Mexico. The estimated sizes of the properties are as follows:

Solidaridad I - 175 hectares, Solidaridad II - 2,164 hectares, Solidaridad III -
294 hectares, Solidaridad IV - 150 hectares and Solidaridad V- 921 hectares.

            A hectare is equivalent to 2.47 acres. We have also received mining
reports on the Solidaridad I property from two geologists who performed limited
geological work on the Solidaridad I property. At the time of their respective
reports, both geologists were independent, however, subsequent to his report, we
appointed Dr. Gerald Harper to our Board of Directors. There are no known bodies
of ore on the property that we have concessioned. Our plan of operation is to
raise funds to carry out further exploration on the Solidaridad Properties with
the objective of establishing ore of commercial tonnage and grade.

            During fiscal years 2002 through fiscal 2004, we raised $375,000
from the sale of 50 units. During the year ended May 31, 2005, we raised an
additional $177,500 from the sale of 17.75 units. During the quarter ended
August 31, 2005, we raised an additional $15,000 from the sale of 1.5 units. In
total, all of the units sold to date consisted of 520,000 shares of our common
stock and stock purchase warrants purchasing an additional 260,000 shares of
common stock. The warrants expire on December 31, 2006 from issuance and are
exercisable at $0.50 per share. During the quarter ended November 30, 2005, we
did not raise additional funds from the sale of our securities. However, we did
issue a total of 91,126 shares valued at $.10 per share, in non-cash
transactions, to two attorneys in lieu of paying for their law firm's services
rendered to us valued at $9,112.60. Our currents plan of operation has been put
on hold, pending our obtaining additional financing, through the sale of our
securities. We cannot assure you that we will be successful in obtaining such
financing, or when we will obtain such financing will be available to us, if
ever. Our cash requirements for the next 12 months, if and when we resume our
plan of operation, are estimated to be $1,000,000, of which $460,000 is
allocated for additional exploration on the Solidaridad I property, $250,000 for
exploration on the other Solidaridad Properties other than Solidaridad I,
$150,000 for exploration of other claims in the region, and $140,000 for general
and administrative costs, each as described below. While our plan of operation
is on hold, our cash requirements are minimal and will be funded by our
management.


                                       6
<PAGE>

The projected exploration on the Solidaridad I property will consist of
preliminary ground exploration work and exploratory drilling. The preliminary
ground exploration will entail detailed geological mapping, soil sampling, and
channel sampling of road cuts to delineate mineralization, if any. This
preliminary work will be followed by a combination of reverse circulation rotary
and diamond depth of drilling currently cannot be determined, it is anticipated
that initial holes will total 150 to 300 meters in depth. Based on existing
data, we expect to core drilling to test the grade, thickness, and continuity of
mineralization, if any, determined or identified by the preliminary ground
exploration. While the drill approximately 40-60 exploratory holes; however, the
actual number will be dependent upon the results of preliminary exploratory
work, results of prior drill holes, and our available working capital. We will
also assay sampling and core hole results for gold, copper, and silver.

            Exploratory work on the other Solidaridad claims will seek to
identify and drill test for gold mineralization in a manner similar to the
Solidaridad I claim. This work will include geological mapping, geochemical
sampling (drainage samples, soil samples, and rock-chip samples), possibly
geophysical methods, and exploratory drilling.

            Regional exploration around the Solidaridad claims will consist of
geological prospecting including rock chip and drainage sampling, examination of
satellite imagery that we purchase, and evaluation of known mineral prospects.

            When our plan of operation is resumed, we anticipate general and
administrative costs to include travel expenditures to Mexico for our officers
and consultants estimated to be $20,000; salaries to employees consisting of
salaries to our vice president and a field geologist in Mexico estimated to be
$60,000; legal and professional fees, including legal fees for local counsel in
Mexico estimated to be $40,000; regulatory work in Mexico estimated to be
$10,000, and office supplies and expenses estimated to be $10,000.

            We are seeking to raise a minimum of $1,000,000 in the next 12
months to support our working capital needs as described above. The funds may be
procured through the public or private offering of our equity securities
including the exercise of the warrants that we have outstanding. We believe that
debt financing is not a funding alternative at this time due to our lack of cash
flow. We have entered into discussions with a number of investors concerning an
investment in our Company; however, at this time, it has not received
commitments from any source, and has no firm arrangements in place for our
required funding. The Company cannot predict whether it will be successful in
raising any capital.

            We have no material commitments for capital at this time other than
as described above. In addition, we do not expect to incur research and
development costs within the next 12 months. If we are successful in raising the
estimated $1,000,000, management believes that that our exploratory programs can
be completed within 12 months from funding. If we are able to raise part but not
all of the $1,000,000, we will prioritize the allocation of such funds towards
the exploration of the Solidaridad I property discussed above, along with the
payment of salaries for the two personnel and other administrative costs
described above. Thereafter, any additional funds will be allocated for
exploration of the other Solidaridad Properties, followed by regional
exploration. If we are unable to raise any funds, we will be unable to complete
our plan of operation.


                                       7
<PAGE>

            Exploration for minerals is a speculative venture involving
substantial risk. There is no certainty that the expenditures that we may make
in the exploration for gold and other minerals will result in discoveries of
commercial quantities of ore. Hazards such as unusual or unexpected formations
and other conditions are involved in mineral exploration and development.
Consequently, we cannot predict whether it will be successful in establishing a
"commercial quantity" of ore for the Solidaridad Properties. A "commercial
quantity" of ore is a quantity of ore which is sufficient to economically
justify commercial exploitation. In determining whether a body of ore
economically justifies exploitation, we will assess those factors which impact
the economics of production of the Solidaridad Properties, including prevailing
metal prices, the grade (or metal content) of the ore, mining and processing
costs, cost of capital, environmental compliance costs, and general economic
conditions.

            If we are successful in establishing a commercial quantity of ore on
the Solidaridad Proprieties, our present intention is not to engage in actual
mining operations. Rather, we expect to sell the properties to a mining company,
or enter into a joint venture with a mining company to conduct actual mining
operations on the property. We have no such arrangements at this time.

Off-Balance Sheet Arrangements. During the three and six months ended November
30, 2005, the Company did not engage in any off-balance sheet arrangements as
defined in Item 303(c) of the SEC's Regulation S-B.


Item 3. Controls and Procedures
-------------------------------
A review and evaluation was performed by the Company's Chief Executive Officer
(the "CEO") and its Chief Financial Officer (the "CFO"), of the effectiveness of
the design and operation of the Company's disclosure controls and procedures as
of the end of the period covered by this quarterly report. Based on that review
and evaluation, these officers have concluded that the Company's current
disclosure controls and procedures, as designed and implemented, were effective.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the Company's internal controls
subsequent to the date of their evaluation. There were no significant material
weaknesses identified in the course of such review and evaluation and,
therefore, the Company took no corrective measures.


                                     PART II

Item 1.   Legal Proceedings.
----------------------------
None

Item 2.   Unregistered Sale of Securities and Use of Proceeds.
--------------------------------------------------------------

During the three month period ended November 30, 2005, the Company did not raise
additional funds from the sale of our securities. However, it did issue a total
of 91,126 shares of common stock valued at $.10 per share, in non-cash
transactions, to two attorneys in lieu of paying for their law firm's services
to the Company valued at $9,112.


                                       8
<PAGE>

These transactions were exempt from registration pursuant to Section 3(b) and
4(2) of the Securities Act of 1933, as amended (the "Act"), including Rule 506
of Regulation D promulgated under the Act. Each recipient of securities in each
such transaction was an "accredited investor" as defined under Regulation D, and
represented his or her intentions to acquire the securities for investment only
and not with a view to or for sale in connection with any distribution thereof
and, appropriate legends were affixed to the share certificates issued in such
transactions. No advertisement or general solicitation was used in connection
with any offer or sale of such securities.


Item 3.   Defaults upon Senior Securities.
------------------------------------------
None


Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
None

Item 5.   Other Information.
----------------------------
None


Item 6.   Exhibits and Reports on Form 8-K.
-------------------------------------------
(a). Furnish the Exhibits required by Item 601 of Regulation S-B.

Exhibit 31.1 - Certification Chief Executive Officer required by Rule 13a-14(a)
               or Rule 15d-14(a), Toscano

Exhibit 31.2 - Certification Principal Financial Officer required by Rule 13a-
               14(a) or Rule 15d-14(a), Wagenti

Exhibit 32.1 - Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and
               Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
               1350, Toscano

Exhibit 32.2 - Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and
               Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
               1350, Wagenti

(b) Reports on Form 8-K.
None


                                       9
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: January 17, 2006

U.S. Precious Metals, Inc.


/s/  Peter Toscano
------------------
     Peter Toscano
     President and Chief Executive Officer


                                       10
<PAGE>

                        INDEX TO ATTACHED EXHIBITS


Exhibit 31.1 - Certification Chief Executive Officer required by Rule 13a-14(a)
               or Rule 15d-14(a), Toscano

Exhibit 31.2 - Certification Principal Financial Officer required by Rule 13a-
               14(a) or Rule 15d-14(a), Wagenti

Exhibit 32.1 - Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and
               Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
               1350, Toscano

Exhibit 32.2 - Certification Required by Rule 13a-14(b) or Rule 15d-14(b) and
               Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
               1350, Wagenti


                                       11