OMB APPROVALOMB Number: 3235-0416
Expires: March 31, 2007
Estimated average burden
hours per response    182.00 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 November 30, 2006 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.)5821 Tanagerside Road, Lithia, FL33547(Address of principal executive offices)(Zip Code)  Issuers Telephone Number: (813) 425-2144 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 January 5, 2007 the number of the Company's shares of par value $0.001 common stock outstanding was 31,912,499. 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 11/30/06 (unaudited) and at 5/31/06 (audited)3Consolidated Statements of Operations for the six months ended 11/30/06 and 11/30/05, and from 1/21/98 to 11/30/06
Consolidated Statements of Operations for the quarter ended 11/30/06 and 11/30/05, and from 1/21/98 to 11/30/064
5Consolidated Statements of Cash Flow for the six months ended 11/30/06, and from 1/21/98 to 11/30/066Notes to Financial Statements (Unaudited)7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations8Item 3.  Controls and Procedures10Part II  Other InformationItem 1.  Legal Proceedings10Item 2.  Changes in Securities and Use of Proceeds10Item 3. Defaults Upon Senior Securities10Item 4. Submission of Matters to a Vote of Security Holders10Item 5. Other Information10Item 6. Exhibits10Signature Page11Index to Exhibits12                      2   PART I - FINANCIAL INFORMATION   ITEM 1: FINANCIAL STATEMENTS U. S. PRECIOUS METALS, INC. (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS  November 30, 2006 May 31, 2006 (Unaudited) (Audited)  ASSETS Current Assets: Cash $    440,703 $   921,996 Miscellaneous receivable -  2,087 Loan receivable 250,000 -     Total current assets 690,703 924,083  Fixed Assets: Cost 31,071  31,071 Accumulated depreciation 6,215 3,107   Total fixed assets 24,856 27,964  Other Assets: Investments in mining rights 63,598 63,598    ________ Total Assets $779,157 $1,015,645  LIABILITIES AND STOCKHOLDERS EQUITY  Current Liabilities: Accounts payable $      12,725 $     14,298    Total current liabilities 12,725 14,298 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; 31,367,479 and 31,392,479 shares issued and outstanding, respectively 314 314 Additional paid in capital 2,175,253 2,008,628 Paid in capital warrants 27,563 27,563 Deficit accumulated during exploration stage (1,436,698) (1,035,158)   Total stockholders equity 766,432 1,001,347   Total Liabilities and Stockholders Equity $ 779,157 $1,015,645     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  Six Months Ended  (Date of Inception) November 30, to 2006 2005 November 30, 2006  Revenue $   - $   - $ -  Expenses (A) 401,137 64,563 1,433,854   Operating loss (401,137) (64,563) (1,433,854) Other Income (Expense): Interest expense (403) - (2,844)  Loss accumulated during     exploration stage $(401,540) $(64,563) $(1,436,698)   Net Loss Per Share - Basic and Diluted $(.01) $ -  Weighted Average Number of Shares Outstanding  Basic and Diluted 31,232,729 26,325,228  (A) Expenses include the following amounts:  Six Months Ended Six Months Ended November 30, 2006 November 30, 2005 (Unaudited) (Unaudited)  Geology fees $  15,396 $   9,000 Professional fees  49,706 39,069 Salaries  80,154 6,838 Payroll taxes 7,112 - Consulting fees 173,895 2,500 Licenses and permits 5,933 2,713 Relocation expenses 3,479 - Travel and entertainment 19,824 184 Insurance 5,829 - Office expenses 5,632 - Auto rental 16,671 - Other expenses 17,506 4,259 $401,137 $64,563  The accompanying notes are an integral part of these financial statements       4     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) November 30, to 2006 2005 November 30, 2006 Revenue $     - $          - $        -  Expenses 296,246 29,887 1,433,864    Operating loss (296,246)                  29,887) (1,433,864)  Other Income (Expense): Interest expense 403 - (2,844)  Loss accumulated during     exploration stage $    (296,649)        $     (29,887) $(1,436,698)   Net Loss Per Share - Basic and Diluted $(.01) $ -  Weighted Average Number of Shares Outstanding  Basic and Diluted 31,104,97 26,910,063  (A) Expenses include the following amounts:  Quarter Ended Quarter Ended November 30, 2006 November 30, 2005 (Unaudited) (Unaudited)  Geology fees $    9,656 $  4,500 Professional fees  25,551 22,035 Salaries  48,692 - Payroll taxes 3,865 - Consulting fees  173,895 - Licenses and permits - 2,713 Relocation expenses - - Travel and entertainment  11,171 120 Insurance  3,111 - Office expenses  65 - Auto rental 8,917 - Other expenses  11,323 519 $296,246 $29,887  The accompanying notes are an integral part of these financial statements      5   U. S. PRECIOUS METALS, INC. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS   Six Months January 21, 1998 Ended November 30, (Date of Inception) 2006 2005 To November 30, 2006  Cash Flows From Operations: Net loss $ (401,540)    $  (64,563)           $(1,436,698) Charges not requiring the outlay of cash: Depreciation 3,108 - 6,215 Common stock issued for services 166,625 9,112 423,488 Common stock issued as settlement - - 87,142 Changes in assets and liabilities: (Decrease) increase in accounts payable (1,573) (8,040) 12,725 Decrease in miscellaneous receivable 2,087 - -    Net Cash Consumed by Operating Activities (231,293) (63,491)` (907,128)  Cash Flows from Investing Activities: Investments in mining rights - - (48,598) Loan to affiliated company (250,000) - (255,000) Repayment of loan by affiliated company - 5,000 5,000 Acquisition of equipment - - (31,071)    Net Cash Consumed by Investing Activities (250,000) (5,000)` (329,669)  Cash Flows From Financing Activities: Proceeds from sales of common stock - 15,000               1,675,000 Proceeds of exercise of warrants - - 2,500 Proceeds of loans - 45,000 70,000 Loans repaid - - (70,000)    Net Cash Provided by Operating Activities - 60,000 1,677,500   Net Increase (Decrease) In Cash Balance (481,293) 1,509 440,703  Cash Balance, Beginning of Period 921,996 4,734 -   Cash Balance, End of Period $440,703$ 6,243 $ 440,703      The accompanying notes are an integral part of these financial statements.    6   U. S. PRECIOUS METALS, INC. (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS November 30, 2006    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, 2006 and for the three and six month periods ended November 30, 2006 and November 30, 2005, 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 to six month periods ended November 30, 2006 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2007.  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, 2006.  2. 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 and 375,000 shares were issued for services.  3. COMMON STOCK AND WARRANTS  No shares of common stock were sold in private placements during the 2006 period, whereas 60,000 shares were sold during the 2005 period, yielding proceeds of $15,000.  The 60,000 shares were accompanied by 30,000 warrants, each permitting the purchase of a share of common stock at $.50 per share. The following is a summary of warrants outstanding as of November 30, 2006:  Balance 5/31/2006 6,062,500 Warrants issued - Warrants exercised - Balance 11/30/2006 6,062,500  All warrants have been extended to December 31, 2007.               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, Plan of Operation, Liquidity and Capital Resources  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, although we have included them herein below, a comparison of our financial information for accounting periods is likely not to be meaningful or helpful in making an investment decision regarding our Company.  To date, we have reached a number of milestones in our plan of operation including:  · Completion of an Environmental Impact Statement; · Commencement of our drilling campaign on our mineral properties; · Completion of road repair; · Installation of a crushing circuit (a machine that pulverizes small rocks into rock flour using a wet ball mill); · Completion of metallurgical testing; · Commencement of mine planning; and · Formalizing of La Sabila Mine concessions; · Assembling of skeleton workforce, and · Establishment of office/warehouse in Morelia, Mexico with two payrolled employees.  Our plan of operations for the next 12 months is to accelerate and expand our exploration program on our mineral properties including the property known as Solidaridad I. (See Part I, Item 1, Description of Business-The Solidaridad Properties and Other Properties in our Form 10KSB for the year ended May 31, 2006.) We anticipate that this will cost, over the next 12 months, approximately $7,500,000, as follows:  Offices (3) maintenance and operation--------------------------------------------$  106,000  Environmental Impact Statement--------------------------------------------------$    75,000  Survey and Topographer------------------------------------------------------------$  100,000  Road Construction and Repair-----------------------------------------------------$  200,000  Drilling Campaign-------------------------------------------------------------------$2,000,000  Employee salaries plus benefits----------------------------------------------------$1,000,000  350 tpd mill*--------------------------------------------------------------------------$2,500,000  La Sabila Ranch improvements----------------------------------------------------$   135,000  New Buildings------------------------------------------------------------------------$   150,000  Vehicle costs--------------------------------------------------------------------------$     53,000  Water wells and systems------------------------------------------------------------$     20,000  Computers and support--------------------------------------------------------------$     25,000  *A crushing circuit makes large boulders and rocks into small rocks and gravel by use of a cone crusher.  The crushing circuit is portable allowing us to move the equipment to various locations on the property.  [Table continued on next page] 8   Vehicles and expenses---------------------------------------------------------------$     53,000  Lab-------------------------------------------------------------------------------------$   150,000  Core Lab------------------------------------------------------------------------------$   145,000  Equipment----------------------------------------------------------------------------$   503,000  Air/hotel/exp.------------------------------------------------------------------------$     35,000  Mining Expenses--------------------------------------------------------------------$   250,000  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, estimates of anticipated expenditures may prove to not be meaningful or misleading.  As of November 30, 2006, we had a cash position of $ 440,703, total stockholders equity of $766,432 and total liabilities of $12,725. We received no funds from financing activities during the quarter ended November 30, 2006. From quarter ended August 31, 2006 to the quarter ended November 30, 2006, our cash position decreased $377,324, from $818,027 to $440,703. A significant portion of the cash used during the quarter ended November 30, 2006 ($377,324), was used for a related party short term loan ($250,000) to another corporation (International Power Group, Ltd.) of which our two large shareholders (Jack Wagenti and Peter Toscano) are also large shareholders. Messrs. Wagenti and Toscano recused themselves from our board of directors vote approving said loan. Subsequent to the quarter ended November 30, 2006, International Power Group, Ltd. repaid the loan in its entirety. The remainder of the cash used during the quarter ended November 30, 2006 ($127,324) was used exclusively for operating activities including: geology fees ($9,656); professional fees ($25,551); salaries ($48,692); payroll taxes ($3,865); consulting fees ($7,270);  travel and entertainment ($11,171); insurance ($3,111); office expenses ($65); automobile rental ($8,917); and other expenses ($9,026). In comparison, the cash used during the quarter ended November 30, 2005 ($29,887) was used for operating activities including: geology fees ($4,500); professional fees ($22,035); licenses and permits ($2,713); travel and entertainment ($120); and other expenses ($519). During this 2005 quarter, there were no expenditures for salaries, payroll taxes, consulting fees, insurance, office expenses and auto rental.  We believe that we have a sufficient cash position for the next 12 months if we were to proceed with a conservative exploration program. However, our present plan is to accelerate and expand our exploration program.  Accordingly to proceed with this accelerated plan, we definitely will need additional financing to fund our planned expenditures of $7,500,000 over the next 12 months as indicated above. If we do not secure sufficient financing, we will not be able to proceed with and/or complete our exploration programs, and we will have to reconsider this approach.  We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. As of November 30, 2006, we had 6,062,500 warrants outstanding, the exercise of which would provide us with approximately $3,070,625 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 if all of the warrants are exercised, we will still not have sufficient capital to complete our plan.  If we require additional capital over the next 12 months, 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 12 months. We do not have any arrangements in place for any future equity financing. If we are unable to raise sufficient additional funding through equity financing and/or loans, we will likely reconsider our accelerated exploration program and follow a more conservative exploration approach and/or 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 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 and Six month Periods ending November 30, 2006 and November 30, 2005  We have never had any revenues and only losses, including during the three month and six month periods ending November 30, 2006 and November 30, 2005. 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 $29,887 for the three months ended November 30, 2005, and $296,246 for the three months ended November 30, 2006. We incurred operating expenses in the amount of $64,563 for the six months ended November 30, 2005, and $401,137 for the six months ended November 30, 2006  Our net loss increased from $29,887 for three months ended November 30, 2005 to $296,649 for the three months ended November 30, 2006 primarily due to an increase in administrative and exploration activities. Specifically, our payroll and payroll tax expenses increased from $0 to $52,557, and our consulting and professional fee expenses increased from $22,035 to $199,446.  Our net loss increased from $64,563 for six months ended November 30, 2005 to $401,540 for the six months ended November 30, 2006 primarily due to an increase in administrative and exploration activities. Specifically, our payroll and payroll tax expenses increased from $6,838 to $87,266 and our consulting and professional fee expenses increased from $41,569 to $223,601.  At November 30, 2006, we had current assets of $690,703 consisting of cash in the amount of $440,703 and a short term loan receivable of $250,000. We had other assets totaling $88,454 consisting of fixed assets of $24,856 and investments in mining rights of $63,598.  9    At November 30, 2006, we had current assets of $690,703 consisting of cash in the amount of $440,703 and a short term loan receivable of $250,000. We had other assets totaling $88,454 consisting of fixed assets of $24,856 and investments in mining rights of $63,598.  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  An evaluation was performed by the Company's Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. And on that evaluation, the Company has concluded that disclosure controls and procedures were effective as of fiscal year end May 31, 2006, in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion.  There has been no change in our internal controls over financial reporting during the quarter ended November 30, 2006 that has materially affected or is reasonable likely to materially affect, our internal controls over financial reporting.   PART II - OTHER INFORMATION ITEM 1.  LEGAL PROCEEDINGS  None  ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  The Registrant did not have any unregistered sales of equity securities for cash consideration during the quarter ended November 30, 2006. However, it did issue 375,000 unregistered shares of its common stock for services to two individuals (187,500 shares each)  The shares were valued by the Registrant at $.43 per share.  The securities issuances referred to above were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act. Furthermore, each recipient who acquired securities 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.  DEFAULT UPON SENIOR SECURITIES  None  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    10   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)  Date:  January 16, 2007                                       11   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                                             12  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: January 16, 2007.  /s/ Peter Toscano _______________________ Peter Toscano (CEO and Chairman of the Board of Directors)                            13  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: January 16, 2007.  /s/ Jack Wagenti _______________________ (Vice President/Secretary/Treasurer and CFO)                             14  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 November 30, 2006 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: January 16, 2007.  /s/ Peter Toscano _______________________ Peter Toscano (CEO and Chairman of the Board of Directors)                                            15  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 November 30, 2006 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: January 16, 2007.  /s/ Jack Wagenti _______________________ Jack Wagenti (Vice President/Secretary/Treasurer and CFO)                                        16