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 August 31, 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 beregistered                         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 August 31, 2005: 26,876,018 shares of Common Stock, $.00001
par value.
<PAGE>

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


 PART I - FINANCIAL INFORMATION

                                                                     Page Number

Item 1.   Financial Statements (Unaudited):

  -Consolidated Balance Sheet at August 31, 2005 (unaudited)
   and May 31, 2005 (audited)                                                3

  -Consolidated Statements of Operations
   for the quarter ended August 31, 2005 and
   August 31, 2004, and from January 21, 1998 to August 31, 2005             4

  -Consolidated Statements of Cash Flows for the quarter ended August 31,
   2005 and August 31, 2004, and
   from January 21, 1998 to August 31, 2005                                  5

   -Notes to Financial Statements                                            6

Item 2. Management's Discussion and Analysis                                 7

Item 3. Effectiveness of the registrant's disclosure controls
and procedures                                                               8

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                    9

Item 2. Unregistered Sale of Securities and Use of Proceeds                  9

Item 3. Defaults upon Senior Securities                                      9

Item 4. Submission of Matters to Vote of Security holders                    10

Item 5. Other Information                                                    10

Item 6. Exhibits and Reports on Form 8-K                                     10

Signatures                                                                   10



                                        2
<PAGE>


                                     Part I

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

                           U. S. PRECIOUS METALS, INC.
                         (An Exploration Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                 August 31, 2004



                                     ASSETS

<TABLE>
<S>                                                                         <C>                   <C>
                                                                       August 31, 2004       May 31, 2005
                                                                       ---------------       ------------
                                                                           (Unaudited)        (Audited)

Current Assets:
    Cash                                                                $  11,742                $ 4,734

         Total current assets                                              11,742                  4,734

Other Assets:
    Investments in mining rights                                           63,598                 63,598
    Demand loan receivable                                                      -                  5,000
                                                                       ---------------       ------------
         Total Assets                                                   $  75,340              $  73,332
                                                                       ===============       ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:
    Accounts payable                                                    $   9,910              $  13,226

    Demand loan payable                                                    25,000                      -
                                                                       ---------------       ------------
         Total current liabilities                                         34,910                 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; 26,876,018 and
        26,816,018, respectively, issued and outstanding                      269                    268
    Additional paid in capital                                            829,981                814,982
    Deficit accumulated during exploration stage                         (789,820)              (755,144)
                                                                       ---------------       ------------
         Total stockholders' equity                                        40,430                 60,106
                                                                       ---------------       ------------
                  Total Liabilities and Stockholders' Equity           $   75,340              $  73,332
                                                                       ===============       ============
</TABLE>

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

                                        3

<PAGE>


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


<TABLE>
<S>                                                  <C>                   <C>                     <C>
                                                    Quarter              Quarter           January 21, 1998
                                                     Ended                Ended           (Date of Inception)

                                                 August 31, 2005     August 31, 2004      To August 31, 2005
                                                 ---------------     ---------------      ------------------


Revenue                                            $      -            $       -             $       -

Expenses                                             34,676               98,425               789,820
Loss accumulated during
  exploration stage                                $(34,676)           $ (98,425)            $ (789,820)
                                                   =========           ==========            ===========

Net Loss Per Share -
    Basic and Diluted                              $      -            $       -
                                                   =========           ==========

Weighted Average Number of Shares
    Outstanding - Basic and Diluted                26,817,460          26,202,054
                                                   ==========          ==========

Expenses included the following amounts:

                                                         2005                2004
                                                         ----                ----
Payroll                                                 $ 6,838            $ 6,657
Geology fees                                              4,500              3,000
Professional fees                                        17,034             35,410
Consulting fees                                               -             25,000
Travel and entertainment                                     64             12,132
Other expenses                                            6,240             16,226
                                                        -------            -------
                                                        $34,676            $98,425
                                                        ========           =======

</TABLE>


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


                                        4

<PAGE>




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

CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<S>                                              <C>                  <C>                <C>

                                             Quarter                 Quarter        January 21, 1998
                                             Ended                    Ended        (Date of Inception)
                                             August 31, 2005    August 31, 2004     To August 31, 2005
                                             ---------------    ---------------     ------------------

Cash Flows From Operations:
Net loss                                     $  (34,676)      $  (98,425)               $(789,820)
Charges not requiring the outlay of cash:
    Common stock issued for services                  -           25,000                  247,750
Changes in assets and liabilities:
    Increase (decrease) in accounts payable      (3,316)             100                    9,910

                                             ---------------    ---------------     ------------------
Net Cash Consumed by Operating Activities       (37,992)         (73,325)                (532,160)

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

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

Cash Flows From Financing Activities:
    Sales of common stock                        15,000           60,000                  567,500
    Proceeds of demand loan                      25,000                -                   25,000

Net Cash Provided by Operating Activities        40,000           60,000                  592,500

Net Increase In Cash Balance                     7,008           (13,325)                  11,742

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

Cash Balance, End of Period                 $    11,742       $   10,209                $  11,742
                                            ===============   ================        =================
</TABLE>


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

                                        5



<PAGE>


                           U. S. PRECIOUS METALS, INC.
                         (An Exploration Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 August 31, 2005



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, 2005 and for the three
month periods ended August 31, 2005 and August 31, 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 August 31, 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 income taxes during either of the periods presented.
Similarly there were no payments for interest during either of the periods
presented.

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, like all
previous ones, are exercisable through December 31, 2006.

4.       WARRANTS

As of August 31, 2005, there are 3,940,000 warrants available for exercise at
$.50 per share through December 31, 2006. The following table details those
warrants for the three-month period ended August 31, 2005.

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


                                        6

<PAGE>

Item 2. Management's Discussion and Analysis.

The Company is a mineral exploration company. The Company has acquired
exploration concessions to certain mineral properties known as "Solidaridad I",
"Solidaridad II," "Solidaridad III," and "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. The Company also has
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, the Company appointed Dr. Gerald Harper to the Company's Board of
Directors. There are no known bodies of ore on the property concession by the
Company. The Company's plan of operations is to raise funds to carry out further
exploration on the Solidaridad Properties with the objective of establishing ore
of commercial tonnage and grade. Please refer to the Company's Annual Report on
Form 10-KSB for the period ending 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, for a broader description
of the Company's business, the referenced geological reports, and its proposed
operations with respect to the Solidaridad Properties.

During fiscal years 2002 through August 31, 2005, the Company raised a total of
$567,500 from the sale of 69.25 units of its securities. This includes $15,000
raised during the quarter ended August 31, 2005 through the sale of 1.5 units.
The 69.25 units sold through August 31, 2005, consist of a total of 7,880,000
shares of the company's common stock and 3,940,000 warrants to purchase an
additional share of common stock. The warrants expire on December 31, 2006 and
are exercisable at $0.50 per share. The Company's cash requirements for the next
12 month 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.

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 core drilling to test the grade, thickness, and continuity of
mineralization, if any, determined or identified by the preliminary ground
exploration. While the 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, the Company expects to 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 the Company's
available working capital. The Company will 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 purchased by the Company, and evaluation of known mineral prospects.

                                        7
<PAGE>

General and administrative costs include travel expenditures to Mexico for
Company officers and consultants estimated to be $20,000; salaries to employees
consisting of salaries to the Company's 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.

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

The Company has no material commitments for capital at this time other than as
 described above. In addition, the Company does not expect to incur research and
 development costs within the next 12 months. If the Company is
successful in raising the estimated $1,000,000, the Company believes that its
exploratory programs can be completed within 12 months from funding. If the
Company is able to raise part but not all of the $1,000,000, the Company 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 the Company is unable to raise
any funds, it will be unable to complete its plan of operation.

Exploration for minerals is a speculative venture involving substantial risk.
There is no certainty that the expenditures to be made by the Company 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,
the Company can not 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, the Company 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 the Company is successful in establishing a commercial quantity of ore on the
Solidaridad Proprieties, its present intention is not to engage in actual mining
operations. Rather, it expects 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. The Company has no such arrangements at this time.

Risk Factors.

See the Company's Annual Report on Form 10-KSB for the period ending 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, for additional statements concerning operations and future capital
requirements. Certain risks exist with respect to the Company and its business,
which risks include: its limited assets, industry risks, limited geological work
conducted on existing property, the need for additional capital; environmental
                                        8
<PAGE>

risks;  among other factors.  Readers are urged to refer to the section entitled
"CautionaryStatements"  in the  Company's  aforementioned  filings for a broader
discussion of such risks and uncertainties

Item 3. Effectiveness of the registrant's disclosure controls and procedures

At August 31, 2005, the Company carried out an evaluation of the effectiveness
of the Company's disclosure controls and procedures (as defined by Rule
13a-14(c) under the Securities Exchange Act of 1934) under the supervision and
with the participation of the Company's chief executive officer and chief
financial officer. Based on and as of the date of such evaluation, the
aforementioned officers have concluded that the Company's disclosure controls
and procedures have functioned effectively so as to provide those officers the
information necessary whether:

(i) this quarterly report on Form 10 QSB contains any untrue statement of a
material fact or omits 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 quarterly report on Form
10-QSB, and (ii) the financial statements, and other financial information
included in this quarterly report on Form 10-QSB, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this quarterly report on Form
10-QSB.

There have been no significant changes in the Company's internal controls or in
other factors since the date of the President and Principal Financial Officer's
evaluation that could significantly affect these internal controls, including
any corrective actions with regards to significant deficiencies and material
weaknesses.



PART II

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

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

During the three month period ended August 31, 2005, the Company sold a total of
1.5 units in a private placement offering to two accredited individuals in which
the Company received $15,000 in gross proceeds. Each unit consisted of 40,000
shares of common stock and stock purchase warrants to acquire an additional
20,000 shares of common stock. The exercise price per whole share is $.50 per
share, and the warrants expire on December 31, 2006.
 The private placements 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

                                        9

<PAGE>
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 of Chief Executive Officer Pursuant To
                       Section 302 Of The Sarbanes-Oxley Act of 2002

         Exhibit 31.2 -Certification of Chief Financial Officer Pursuant To
                       Section 302 Of The Sarbanes-Oxley Act of 2002

         Exhibit 32 - Certification Pursuant To Section 906 Of The Sarbanes-
                      Oxley Act Of 2002.

(b) Reports on Form 8-K.
None










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: October 21, 2005

U.S. Precious Metals, Inc.


/s/ Jack Wagenti
Jack Wagenti
Chief Financial Officer






                                       10
<PAGE>