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 quarterly period ended August 31, 2007 or [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _________ to _________  U. S. PRECIOUS METALS, INC. (Exact Name of Small Business Registrant as Specified in its Charter)  DELAWARE000-5070314-1839426(State or other jurisdiction of incorporation)(Commission File  Number)(IRS Employer Identification No.)950 Celebration Boulevard, Suite A, Celebration, FL34747(Address of principal executive offices)(Zip Code)  Issuers Telephone Number: (407) 566-0318 Copies of Communications to:  Thomas E. Boccieri, Attorney at Law 561 Schaefer Avenue Oradell, New Jersey 07649-2517  Telephone: 201-983-2024/Fax: 201-265-6069  Check whether the issuer (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days.     YES  [X]    NO   [  ]  Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.) [  ] Yes [X] No APPLICABLE ONLY TO CORPORATE ISSUERS:  As of October 8, 2007 the number of the Company's shares of par value $0.001 common stock outstanding was 32,262,499. Transitional Small Business Disclosure format (check one):  Yes [  ]   No [X]  SEC 2334 (9-05)  Potential persons who are to respond to the collection of information contained in this form are not required to  respond unless the  form displays a currently valid OMB control number.         U. S. Precious Metals, Inc. Form 10-QSB  Table of Contents   Part I  Financial InformationItem 1. Financial Statements (Unaudited)3Consolidated Balance Sheet at 8/31/07 (unaudited) and at 5/31/07 (audited)3Consolidated Statements of Operations for the quarters ended 8/31/07 and 8/31/06, and from 1/21/98 to 8/31/074Consolidated Statements of Cash Flows for the quarters ended 8/31/07 and 8/31/06, and from 1/21/98 to 8/31/075Notes to Financial Statements (Unaudited)6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations8Item 3.  Controls and Procedures11Part II  Other InformationItem 1.  Legal Proceedings11Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds11Item 3. Defaults Upon Senior Securities11Item 4. Submission of Matters to a Vote of Security Holders12Item 5. Other Information12Item 6. Exhibits12Signature Page13Index to Exhibits14            2   PART I - FINANCIAL INFORMATION   ITEM 1: FINANCIAL STATEMENTS U. S. PRECIOUS METALS, INC. (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS  August 31,2007 May 31, 2007 (Unaudited) (Audited)  ASSETS Current Assets: Cash $      23,378 $     277,917 Accrued interest receivable 160  -     Total current assets 23,538 277,917  Fixed Assets: Vehicle 31,071  31,071 Less accumulated depreciation 10,875 9,321   Total fixed assets 20,196 21,750  Other Assets: Investments in mining rights 63,598 63,598 Loan receivable from affiliated company 40,000 -    ________ Total other assets 103,598 63,598   Total Assets $147,332 $363,265  LIABILITIES AND STOCKHOLDERS EQUITY  Current Liabilities: Accounts payable $      17,437 $       9,440 Accrued expenses 648 18,694   Total current liabilities 18,085 28,134  Stockholders Equity: Preferred stock:  authorized 10,000,000 shares of $.00001 par value - no shares issued and outstanding - - Common stock:  authorized 100,000,000 shares of $.00001 par value; 32,074,979 and 31,392,479 shares issued and outstanding, respectively 321 319 Additional paid in - capital 2,289,248 2,241,250 Paid in capital - warrants 27,563 27,563 Deficit accumulated during exploration stage (2,186,973) (1,934,001) Accumulated other comprehensive loss (912) -   Total stockholders equity 129,247 335,131   Total Liabilities and Stockholders Equity     $ 147,332 $363,265    The accompanying notes are an integral part of these financial statements.  3  U S. PRECIOUS METALS, INC. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT ACCUMULATED DURING EXPLORATION STAGE (Unaudited)   January 21, 1998  Quarters Ended (Date of Inception) August 31, Year Ended 2007 2006 August 31, 2007  Revenue $   - $   - $ -  Expenses 253,132 104,891 2,185,276   Operating loss (253,132) (104,891) (2,185,276)  Other Income (Expense): Interest expense -  -  (2,843) Interest income 160 -  1,146  Loss accumulated during     exploration stage $(252,972) $(104,891) $(2,186,973)  Other comprehensive income: Loss from currency translations (912) -  Total comprehensive loss $(253,884) $(104,891)  Net Loss Per Share - Basic and Diluted $(.01) $   -  Weighted Average Number of Shares Outstanding  Basic and Diluted 31,999,879 31,309,871   The accompanying notes are an integral part of these financial statements  4     U S. PRECIOUS METALS, INC. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS  Quarters Ended January 21, 1998   August 31, (Date of Inception) 2007 2006 To August 31, 2007  Cash Flows From Operations: Net loss $ (252,972)    $(104,891)              $(2,186,973) Charges not requiring the outlay of cash: Depreciation 1,554 1,554 10,875 Common stock issued for services 48,000  624,632 Changes in assets and liabilities: Increase (decrease) in accounts payable 7,997 (632) 17,437 Decrease (increase) in accrued expense (18,046) - 648 Interest in interest receivable (160) - (160)    Net Cash Consumed by Operating Activities (213,627) (103,969) (1,533,541)  Cash Flows from Investing Activities: Investments in mining rights - - (48,598) Loan to affiliated company (40,000) - (365,000) Repayment of loan by affiliated company  - - 325,000 Acquisition of equipment - - (31,071)    Net Cash Provided (Consumed) by Investing Activities (40,000) - (119,669)  Cash Flows From Financing Activities: Proceeds from sales of common stock - - 1,675,000 Proceeds of exercise of warrants - - 2,500   Net Cash Provided by Operating Activities - - 1,677,500  Effect of Currency Conversions (912) - (912)  Net decrease (increase) In Cash Balance (254,539) (103,969) 23,378  Cash Balance, Beginning of Period 277,917 921,996 -   Cash Balance, End of Period $23,378 $818,027 $23,378      The accompanying notes are an integral part of these financial statements.      5   U. S. PRECIOUS METALS, INC. (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS August 31, 2007    1. BASIS OF PRESENTATION  The unaudited interim consolidated financial statements of U.S. Precious Metals, Inc. and its subsidiary (the Company) as of August 31, 2007 and for the three month periods ended August 31, 2007 and August 31, 2006, 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 August 31, 2007 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2008.  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, 2007. May 31, 2006.  3. LOAN TO AFFILIATE COMPANY  During the quarter ended August 31, 2007 the Company lent $40,000 based on a 6% demand note to another company with common officers.       6   U. S. PRECIOUS METALS, INC. (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS August 31, 2007    3. EXPENSES  Included within expenses are the following amounts:  Quarter Ended
August 31, 2007
(Unaudited)Quarter Ended
August 31, 2006
(Unaudited)Payroll and payroll taxes$103,455$  34,709Geology fees7,5005,740Professional fees30,66724,155Consulting expense58,000-Travel and entertainment9,7378,653Auto leases7,7547,754Licenses and permits9,6375,933Office expenses1,6995,567Relocation expenses-3,479Insurance6,1942,718Rent7,980-Other expenses10,5096,183Total$253,132$104,891     4. SUPPLEMENTARY CASH FLOWS INFORMATION  There was no cash paid for income taxes during either of the periods presented.  Similarly there were no payments for interest during either of the periods presented.  During the 2006 period, 400,000 shares were cancelled.  This cancellation was part of a legal settlement involving two shareholders and a company which at one time owned all the Companys capital stock.  During the 2007 period, 150,000 shares were issued for services.  5. GOING CONCERN  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the financial statements, the Company has experienced continuing losses and does not presently have sufficient resources to accomplish its objectives during the next twelve months.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.  The Companys present plans, the realization of which cannot be assured, to overcome these difficulties include but are not limited to the continuing effort to raise capital in the public and private markets.  7    ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  The following should be read in conjunction with the consolidated financial statements of the Company included elsewhere herein.  Forward-Looking Statements  This report contains certain forward-looking statements and information relating to the Company that are based on the beliefs and assumptions made by the Companys management as well as information currently available to the management. When used in this document, the words anticipate, believe, estimate, and expect and similar expressions, are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are discussed in the Companys Annual Report on Form 10-KSB for the year ended May 31, 2005 and its Form SB-2 Registration Statement, as amended, filed with the U.S. Securities and Exchange Commission on September 6, 2005 and August 26, 2005, respectively, under the caption  Risk Factors. Certain risks exist with respect to the Company and its business, which risks include: its limited assets, lack of revenues and only losses since inception, industry risks, limited geological work conducted on existing property, the need for additional capital; environmental risks; risks inherent in having its operations outside the United States such as political and economic unrest and instability, the threat of military actions and terrorist activities; among other factors. Readers are also urged to refer to the section entitled Cautionary Statements" in the Company's aforementioned filings for a broader discussion of such risks and uncertainties. The Company does not intend to update the forward-looking statements contained in this report.  Overview and Plan of Operation  We were formed as a mineral exploration company on January 21, 1998, and we are still in our exploration stage and have not had any revenues and only losses since inception. Accordingly, a comparison of our financial information for accounting periods would likely not be meaningful or helpful in making an investment decision regarding our Company. Since we are an exploration company, our plan of operation for the next twelve months is referred to below as a Plan of Exploration. We anticipate that this will cost, over the next 12 months, approximately $1,900,000. Since we did not obtain the necessary financing that we required at year end May 31, 2007, our Plan of Operation remains the same as the plan in effect at that time. As indicated in Note 5 to the attached financial statements, because the Company has experienced continuing losses and does not presently have sufficient resources to accomplish its objectives during the next twelve months, there is substantial doubt about the ability of the Company to continue as a going concern.  Since the exploration business is essentially a research and development activity, our future business focus depends upon current results where future plans can change radically at any time.  Accordingly, it would not be meaningful, and perhaps would be misleading, to make estimates of anticipated expenditures beyond the next 12 months.  We have insufficient capital for our next 12 months. Accordingly, we will not be able to proceed with and/or complete our exploration programs, or meet our administrative expense requirements, without additional financing, We anticipate that additional funding will be in the form of equity financing from the public and/or private sale of our common stock.  As of August 31, 2007, we had 131,250 warrants outstanding, the exercise of which would provide us with $65,625 in gross proceeds. However, we cannot be assured that any of the warrants will be exercised. Their exercise is dependent upon many factors including the trading price of our common stock. Even the proceeds from the exercise of all the warrants that are outstanding (of which we cannot be assured) would be insufficient to complete of anticipated capital needs over our next 12 months.      8 We may also seek to obtain short-term loans from our directors or principal shareholders. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through loans from our directors or principal shareholders to meet our obligations over the next twelve months.  If we are unable to raise sufficient additional funding through equity  financing and/or loans, we will next attempt to obtain joint venture partners on a project by project basis to help lessen the expenses involved on each project (which would correspondingly reduce our portion of any revenues that may result if a property is successfully developed, of which there can be no assurance.)  If we are unsuccessful with that approach, we will attempt to renegotiate the underlying agreements on all or some of the properties to lower the obligations and allow us to maintain the properties.  If we do require additional financing and it is unavailable to us on reasonable terms or at all, it is unlikely that we will be successful in our business plan.  Plan of Exploration  The Plan of Exploration for 2008 is composed of: (1) an exploration program, (2) metallurgical testing, and (3) property development.  Each is outlined below with estimated costs included.  The Plan of Exploration and the expenditures are dependant upon obtaining sufficient funding, of which we have no assurance. All three areas of the 2008 Plan of Exploration are expected to progress simultaneously.  Each is expected to be under the supervision of qualified professionals.  Proposed Exploration Program  Definition and confirmation drilling is planned in the areas where mineralization is believed to be present (Discovery Zones). Confirmation sampling of surface exposures has been completed with the results consistent with MIM reports. A total of 21 reverse drill holes were completed during the previous exploration campaign.  Our approach will be to core drill and confirm their results, expand the resource and block out a mineable area.  The core will be available for inspection at our warehouse and office facility in Morelia. A total of twenty drill holes, 500 ft. in depth are planned.  Five drill holes have been designated for deep drilling to test the potential for a porphyry target at depth.  Two locations have been targeted for deep drilling to date.  The locations of the remaining three holes are dependent upon the results of the first two drill holes, the results of the definition drilling, reconnaissance mapping and information obtained from other exploration techniques.  Exploration drilling to expand the near surface mineralized material within the initial discovery zones is planned for all three zones we have labeled the Main zone, North zone and Cuendeo to the south.  The geophysical induced polarization (IP) anomaly is 3 kilometers in length from north to south leaving large gaps between the three mineralized zones open for exploration drilling.  Expanding the geochemical soil survey of the concession has been planned to include the entire three kilometer long anomaly and the remaining concession limits.  Continued field reconnaissance and sampling will be ongoing and completed during road construction inspection, soil surveys and drilling.  Metallurgical Testing  Metallurgical testing of the ore will be performed by a qualified laboratory.  The testing of the ores is a multifaceted process.  Oxide and sulfide ores are both present within the mineralized zones.  The processes to concentrate and extract the metals from oxide and sulfide ores are different.  In addition, copper and precious metals also require different processing.  In other words, each metal will require a process for handling the oxide ore and the sulfide ore.   9  Installation of a pilot plant is proposed. To test the mined ores and produce samples on a trial basis to determine the economic feasibility of further mining.  The design has yet to be determined and will be dependent upon the results of the metallurgical testing. The pilot plant is not expected to be built until 2009.  Property Development  Development of the property includes the construction of new roads and drill pads for exploration drilling and access to remote areas of the concession.  New roads will open areas for sampling and mapping. In addition channel cuts and trenching will be completed as directed by the geologic staff while the heavy equipment is building the new roads.  Estimated expenditures: Definition Drilling ...$450,000 Exploration Drilling .$450,000 Assaying .. $100,000 Surveying ...........$50,000 Geochemical Soil Survey .$100,000 Metallurgical Testing .$50,000 Heavy equipment contracting and road construction ...$100,000 Support equipment .....$50,000 Field work $100,000 Support staff .$100,000 Administration . $100,000 Travel & hotel ..$200,000 Miscellaneous expenses .... $50,000  Total ..$1,900,000   If the required additional financing is unavailable to us on reasonable terms or at all, it is unlikely that we will be successful in our current business plan.  We currently have no material commitments for capital requirements. Inflation has not significantly impacted the Companys operations.  Results of operations for the Three Month Periods ending August 31, 2007 and August 31, 2006  We have never had any revenues and only losses, including during the three month periods ending August 31, 2007 and August 31, 2006. We do not anticipate earning revenues from exploration activities until such time, if at all, that we have successful exploration results. We are presently in the exploration stage of our mining exploration business.  We can provide no assurance that we will discover economic mineralization levels of minerals, or if such minerals are discovered, that we will enter into commercial production.  We incurred operating expenses in the amount of $253,132 for the three months ended August 31, 2007, and $104,891 for the three months ended August 31, 2006.  Our net loss increased from $104,891 for three months ended August 31. 2006 to $252,972 for the three months ended August 31, 2007 primarily due to an increase in exploration activities. Specifically, our payroll and payroll tax expenses increased from $34,709 to $103,455, our consulting and professional fee expenses increased from $24,155 to $88,667, and our rent (Mexican facilities) increased from -0- to $7,980.   At August 31, 2007, we had current assets of $23,378 in cash and $160 in accrued interest receivable. We had other assets totaling $123,794 consisting of net fixed assets of $20,196, investments in mining rights of $63,598 and a loan receivable from an affiliated company of $40,000. Regarding the later, it is a short term loan that we made to a company in which our two principal shareholders are also the two principal shareholders. 10  Off Balance Sheet Arrangements  We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.   ITEM 3. CONTROLS AND PROCEDURES  The Companys Chief Executive Officer and Principal Financial Officer have reviewed the Companys disclosure controls and procedures as of the end of the period covered by this report.  Based upon this review, such officers believe that the Companys disclosure controls and procedures are effective in timely alerting them to material information required to be included in this report. However, we do not expect that disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within its company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.  Changes in Internal Control over Financial Reporting  During the period covered by this report, there have been no changes in the Companys internal control over financial reporting during this period that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.    PART II - OTHER INFORMATION ITEM 1.  LEGAL PROCEEDINGS  None  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  We recorded the following unregistered sales or issuances of equity securities during the quarter ended August 31, 2007:  We issued 150,000 shares of our common stock for professional services to one person. We valued the shares at $48,000.  These shares were issued in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.  ITEM 3.  DEFAULT UPON SENIOR SECURITIES  None    11   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  None  ITEM 5.  OTHER INFORMATION  None  ITEM 6. 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                12  SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  U. S. Precious Metals, Inc. (Registrant)  /s/  Peter Toscano __________________________________________ Peter Toscano (Chief Executive Officer and Chairman of the board of Directors)  /s/  Jack Wagenti __________________________________________ Jack Wagenti (Vice President/Secretary/Treasurer and Chief Financial Officer) October 22, 2007          13   INDEX TO ATTACHED EXHIBITSExhibit 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                         14  Exhibit 31.1 CERTIFICATION  I, Peter Toscano, certify that:  1. I have reviewed this quarterly report on Form 10-QSB of U. S. Precious Metals, Inc.;  2. Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the small business issuer's internal control over financial reporting; and  5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.  Date: October 22, 2007.  /s/ Peter Toscano  _______________________ Peter Toscano (CEO and Chairman of the Board of Directors)         15     Exhibit 31.2 CERTIFICATION  I, Jack Wagenti, certify that:  1. I have reviewed this quarterly report on Form 10-QSB of U. S. Precious Metals, Inc.;  2. Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  (c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the small business issuer's internal control over financial reporting; and  5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.  Date :October 22, 2007.  /s/ Jack Wagenti _______________________ (Vice President/Secretary/Treasurer and CFO)       16  Exhibit 32.1   CERTIFICATION  PURSUANT TO THE SARBANES-OXLEY ACT 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002   I, Peter Toscano, CEO, and Chairman of the Board of Directors of U. S. Precious Metals, Inc. (the Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:  1.  This Quarterly Report on 10QSB of the Company for the period ended August 31,  2007 as filed with the Securities and Exchange Commission (the report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and  2.  The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.  Date: October 22, 2007.  /s/ Peter Toscano  _______________________ Peter Toscano (CEO and Chairman of the Board of Directors)                           17  Exhibit 32.2  CERTIFICATION  PURSUANT TO THE SARBANES-OXLEY ACT 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  I, Jack Wagenti, Vice President/Secretary/Treasurer and CFO of U. S. Precious Metals, Inc. (the Company), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:  1.  This Quarterly Report on 10QSB of the Company for the period ended August 31, 2007 as filed with the Securities and Exchange Commission (the report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and  2.  The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.  Date: October 22, 2007.  /s/ Jack Wagenti _______________________ Jack Wagenti (Vice President/Secretary/Treasurer and CFO)                            18