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 endedFebruary 29, 2008 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 jurisdiction of incorporation(Commission File Number)(IRS Employer Identification No.)  950 Celebration Blvd., Suite A, Celebration, FL34747(State of Principal Executive Offices)(Zip Code)   Issuers Telephone Number: (407) 566-9689 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 April 11, 2008 the number of the Company's shares of par value $0.00001 common stock outstanding was 46,860,499. Transitional Small Business Disclosure format (check one):  Yes [ X ]   No [   ]  SEC 2334 (9-05)  Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.  1   U.S. Precious Metals, Inc. Form 10-QSB  Table of Contents   Part I  Financial InformationItem 1. Financial Statements (Unaudited)3Consolidated Balance Sheet at 02/29/08 (unaudited) and at 5/31/07 (audited)4Consolidated Statements of Operations (unaudited) for the quarters ended 02/29/08 and 02/28/07, and for the period 1/21/98 to 02/29/08.5Consolidated Statements of Cash Flows (unaudited) for the quarters ended 02/29/08 and 02/28/07, and for the period 1/21/98 to 02/29/08.7Notes to Financial Statements (unaudited)8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations12Item 3.  Controls and Procedures16Part II  Other InformationItem 1.  Legal Proceedings16Item 2.  Unregistered Sales of Equity Securities and use of Proceeds16Item 3. Defaults Upon Senior Securities17Item 4. Submission of Matters to a Vote of Security Holders17Item 5. Other Information17Item 6. Exhibits18Signature Page19Index to Exhibits20   2   PART I  FINANCIAL INFORMATION   ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)   3   U.S. PRECIOUS METALS, INC. (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS  February 29, 2008May 31, 2007(Unaudited)(Audited)ASSETSCurrent Assets:Cash$         1,149,486$     277,917Accrued interest receivable1,200-Other receivables3,651-Prepaid Insurance28,380-Total current assets$  1,182,718$  277,917Fixed Assets:Vehicles42,89931,071Property, plant and equipment56,583-Less: accumulated depreciation(13,740)(9,321)Net fixed assets85,74221,750Other Assets:Investment in mining rights89,09963,598Loan to affiliated company40,000-Other deposits360-Total other assets129,45963,598Total Assets$  1,397,919$  363,265LIABILITES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable$              54,433$         9,440Accrued expenses21,80618,694Accrued Salaries14,793-Total current liabilities91,03228,134Stockholder's Equity:Common stock: authorized 100,000,000 Sharesof  $.00001 par value; 44,763,459 and 31,367,479shares issued and outstanding on 2008 and 2007respectively459319Capital in excess of par value5,495,3202,241,250Additional paid in capital - Warrants1,057,25027,563Deficit accumulated duringexploration stage(5,244,981)(1,934,001)Accumulated other comprehensiveincome(1,162)-Total stockholders' equity1,306,886335,131Total Liabilities and Stockholders' Equity$  1,397,919$  363,265 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)  21-Jan-98Nine Month EndedNine Month EndedDate of InceptionFebruary 29, 2008February 28, 2007To February 29, 2008Revenues---Expenses$                 3,313,547$                     579,934$              5,245,851Operating Loss(3,313,547)(579,934)$            (5,245,851)Other Income (Expense):Interest Revenue2,5679863,713Interest Expense-(403)(2,844)Loss accumulated duringexploration stage(3,310,980)(579,351)$            (5,244,981)Other Comprehensive Income:Foreign currency translationloss(1,162)-Total Comprehensive Loss$                (3,312,142)$                   (579,351)Net Loss per ShareBasic and Diluted$                         (0.10)$                         (0.02)Weighted Average Numberof Shares Outstanding -Basic and Diluted33,321,94531,284,787    The accompanying notes are an integral part of these financial statements  5   U.S. PRECIOUS METALS, INC. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATION AND DEFICIT ACCUMULATED DURING EXPLORATION STAGE (Unaudited)  21-Jan-98Quarter EndedDate of InceptionFebruary 29, 2008February 28, 2007To February 29, 2008Revenues---Expenses$              3,016,739$            178,767$             5,245,851Operating Loss(3,016,739)(178,767)(5,245,851)Other Income (Expense):Interest Revenue1,8079863,713Interest Expense--(2,844)Loss accumulated duringexploration stage(3,014,932)(177,781)$           (5,244,981)Other Comprehensive Income:Foreign currency translationloss252-Total Comprehensive Loss$            (3,014,680)$           (177,781)Net Loss per ShareBasic and Diluted$                     (0.09)$                 (0.01)Weighted Average Numberof Shares Outstanding -Basic and Diluted36,007,11831,284,787     The accompanying notes are an integral part of these financial statements  6   U.S. PRECIOUS METALS, INC. (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS  21-Jan-98Nine Months Ended(Date of Inception)February 29, 2008February 28, 2007To February 29, 2008Cash Flows From OperationsNet Loss$            (3,310,980)$          (579,351.00)$            (5,244,981)Charges not requiring outlay of cash:Depreciation4,4195,11213,740Loss from subsidiary operations-Common Stock Issued for Services2,846,400166,6253,423,032Common stock issued as settlement-Changes in assets and liabilities:Increase (decrease) in accounts payable44,993(7,314)54,433Increase (decrease) in accrued expenses17,90236,596Miscellaneous receivable(4,851)2,087(4,851)Prepaid expenses(28,380)(28,380)Net cash consumed by operating activities(430,498)(412,841)(1,750,412)Cash Flows from Investing Activities:Investment in mining rights(25,501)-(74,099)Loan to affiliated company(40,000)(250,000)(365,000)Repayment of loan by the affiliated company-250,000325,000Acquisition of equipment(68,411)-(99,482)Other deposits(360)(360)Net cash (Consumed)by Investing Activities(134,272)-(213,941)Cash From Financing ActivitiesProceeds from sale of common stock1,417,500-3,092,500Proceeds from exercise of warrants20,000-22,500Net Cash Provided by Financing Activities1,437,500-3,115,000Net increase (decrease) in cash balance872,730(412,841)1,150,647Effect of Currency Exchange Effect(1,162)-(1,162)Cash Balance, Beginning of period277,917921,996-Cash balance End of Period$              1,149,486$            509,155.00$             1,149,486  The accompanying notes are an integral part of these financial statements.  7   U.S. PRECIOUS METALS, INC. (An Exploratory Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS February 29, 2008    1. BASIS OF PRESENTATION  The unaudited interim consolidated financial statements of U.S. Precious Metals, Inc. and its subsidiary (the Company) as of February 29,2008 and for the three and nine month periods ended February 29, 2008 and February 28, 2007, 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 comparable periods.  The results of operations for the comparable months ended February 29, 2008 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.  2. LOAN TO AFFILIATED COMPANY  On June 7, 2007 the company lent $40,000, based on a 6% demand note to another company with common officers; these officers are also significant shareholders in both companies. This note is due on June 30, 2008.   8   U.S. PRECIOUS METALS, INC. (An Exploration Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS February 29, 2008 3. EXPENSES  Included within expenses are the following amounts:  Detail of Expenses by CategoryNine Months EndedNine Months EndedFebruary 29, 2008February 28, 2007Geology fees$        7,500$           22,428Professional fees70,18095,000Salaries132,387158,575Payroll Taxes9,472-Consulting fees732,996177,234Employee Awards1,652,000-Officers and Directors Awards488,000-Assay expense8,03813,107Licenses and Permits9,637-Drilling and excavation expense56,717-Mapping and Surveying13,489-Travel and Entertainment28,41034,202Office expense9,69513,118Auto rental8,38425,007Office and warehouse rental47,106-Depreciation expense6,764-Insurance expense8,77411,268Other expenses23,99829,995$     3,313,547$         579,934  Detail of Expenses by CategoryQuarter EndedFebruary 29, 2008February 28, 2007Geology fees$          -$    7,032Professional fees38,78145,294Salaries23,60255,278Payroll Taxes1,02216,031Consulting fees674,9963,339Employee Awards1,652,000-Officers and Directors Awards488,000-Assay expense7,838-Licenses and Permits-7,174Drilling and excavation expense56,717-Mapping and Surveying13,489-Travel and Entertainment14,48314,378Office expense4,7747,486Auto rental-8,336Office and warehouse rental22,161-Depreciation expense3,824-Insurance expense2,5805,439Other expenses12,4708,980$  3,016,739$178,767  9   The company began the drilling and assaying process in late January 2008. The company has incurred in significant amount of expenses as part of the exploration phase. Funds provided by financing sources were used also to hire personnel, consultants and set up the warehouse and office facilities in the town of Morelia. The drilling has been only conducted in La Sabila mine location. There are other properties yet to be explored in the near future.  In general, the company has experienced an increase in expenses in comparable periods of three and nine months ended February 28, 2007 and 2008 respectively. The increase is attributed to the initial expenditures incurred in research, studies, drilling, assaying and other related to the mining project in Mexico. A significant amount of expenses are attributable to the payment of services with common stock during the third quarter ended in February 29, 2008. This impacted the results of operations by $2.7 Million for the quarter and nine month period.  As of the quarter ended February 29, 2008, the company had also reduced staff in the corporate office while increasing the resources in the Mexican office in the third quarter ended February 29, 2008.  Other expenditures such as consultants and travel have increased due to distance between the corporate office, the warehouse and the mines.  Management is aggressively moving forward with additional drilling and assaying to continue raising funds and to be able to determine when to start the development stage of the operation.   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 quarter ended August 31, 2007, 150,000 shares were issued for services. These shares were valued at $48,000.  During the quarter ended February 29, 2008, the company issued 3,498,000 shares for services valued at $2,798,400.   5. COMMON STOCK  The company issued 200,000 shares of common stock for $20,000. The shares include 100,000 warrants exercisable in one year at $.25 cents. No other issuances took place during the period.  During the quarter ended February 29, 2008, the company issued 9,975,000 shares of stock for $1,397,500. The shares included 4,487,500 warrants exercisable in one year at $0.25 cents and 500,000 warrants exercisable at $1.00 on a twelve month period. No other issuances took place during the period.  10   6. WARRANTS  As of November 30, 2007, there were 100,000 warrants outstanding which were exercisable at $.25 per share.  They expire October 9, 2008.  The following table summarizes warrant activity during the nine month period ended February 29, 2008.  Warrants outstanding May 31, 2007 2,122,500  Warrants issued during the nine month period ended 2/29/2008 4,987500 Warrants exercised during the nine month period ended 2/29/2008 (80,000) Less: expired warrants (2,122,500)  Warrants outstanding February 29, 2008 4,907,500   7. RELATED PARTY TRANSACTIONS  The company had the following transactions as it relates to its affiliates and officers:  On June 7, 2007 the company lent $40,000, based on a 6% demand note to IPWG, another company with common officers; these officers are also significant shareholders in both companies. This note is due on June 30, 2008.  During the quarter ended February 29, 2008, the company issued shares of stock to officers as follows:  Stock PriceDate GrantedSharesAmountPeter Toscano$0.802/6/2008750,000$         600,000.00Jack Wagenti$0.802/6/2008750,000600,000.00Jose Garcia$0.802/6/2008200,000160,000.00Total Issued1,700,000$      1,360,000.00  No other issuances to related parties took place during this period.  8. 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 been able to obtain substantial equity financing for the third quarter and continues its fund raising campaign to meet its exploration plan. 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.  There is no assurance that continued equity financing will be available to the Company in the future on reasonable terms or at all.  In the event that continued financing (equity or debt) becomes unavailable to the Company on reasonable terms or at all, there is substantial doubt that the Company will be able to continue its planned exploration program or even continue in business as a going concern.  11   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. These factors raise substantial doubt about the ability of our Company to continue as a going concern. 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  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. This remains virtually the same as the plan that was in effect as of fiscal year end May 31, 2007 and the quarter ending November 30, 2007. We were able to obtain significant equity financing (approximately $1.4 million) during the quarter reported herein (i.e. ending February 29, 2008). This enabled us to initiate drilling and sampling activities at our La Sabila project in southern Michoacán after we completed the repair of the surrounding roads. We have not incurred debt financing during the quarter reported herein.  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 received additional equity capital and expect to continue our financing efforts for our next 12 months. Accordingly, we expect to be able to proceed with and/or complete our exploration programs, or meet our administrative expense requirements, provided we continue obtaining 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 February 29, 2008, we had 4,907500 warrants outstanding, the exercise of which would provide us with an estimated $1351750 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. We believe the proceeds from the exercise of all the warrants that are outstanding (of which we cannot be assured) would be sufficient to complete our anticipated capital needs over our next 12 months.  12   Once we have sufficient statistical andscientific data available that provides reasonable assurance we could undertake the development stage in our mining operations, we may seek, in addition to equity financing, debt based financing to fund the development and extraction phase. If so, we will keep a combination of equity and debt financing that maximizes our resources and provides the maximum return in the operations.  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  Our Plan of Exploration 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 is 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.  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.  13   Our Exploration Program to Date  We began a drilling campaign in February, 2008.  A drilling contractor was contracted to provide 3750 meters of core under the supervision of our staff.  Additional drilling will be contracted after the 3750 meters of core has been evaluated.  The purpose of the drilling campaign is to further define a mineral resource on the La Sabila concession in southern Michoacán and to drill other targets identified by our geologists.  Mapping and sampling of the La Sabila concession is ongoing.   Metallurgical Testing  Metallurgical testing of the ore will be performed by a qualified laboratory.  The testing of the ores is a multifaceted process.  We believe that have both copper oxides and copper sulfides on the property.  These two mineral groups must be handled differently in order to up-grade the ore. The copper oxides should prove very easy to remove the copper from the ore and produce salable copper products.  Almost all copper oxides are amenable to sulfuric acid leaching.  A weak solution of sulfuric acid is circulated across the ore with the net result being a solution of copper sulfate being created.  The copper sulfate solution can then be evaporated and crystals of copper sulfate heptahydrate (CuSO4 * 5H2O) are recovered and sold into a number of industries.  The copper content of CuSO4 * 5H2O is 25.45%.  Currently, Cu2SO4 * 5H2O is currently selling for $0.90 to $1.35 USD per pound.  This makes the copper contained worth $3.54 to $5.30 USD per pound.  Dollar for dollar this is the cheapest and quickest end product with the greatest return.  We believe that we can sell up 400 tons of this material a month without creating a stockpile on site.  Our second option with Cu2SO4 * 5H2O solution is to set up an electro-winning (SXEW) plant and electro-win copper metal plates.  This will require a much larger capital outlay than crystallizing copper sulfate but we believe that can sell every pound of copper produced without ever over producing for the market.  Copper Sulfides can be oxidized utilizing Thiobacillus ferroxidans bacteria.  This is a slow process and requires a large stockpile of copper sulfide and copper oxide ore to produce copper sulfate solutions to be handled as above. Otherwise the sulfide ore will need to be put through a flotation mill to up grade these minerals into a copper sulfide concentrate.  There are a large number of copper sulfide and copper sulfosalt ores that we may encounter on this property, such as chalcocite, chalcopyrite, bornite, covellite, enargite, tetrahedrite, and tennantite to name the more common ones.  The flotation reagents will have to be fine tuned to the different sulfides that may be present and may require multiple steps to efficiently recover the copper. The copper concentrates will also carry a significant portion of the gold and silver with it.  A copper concentrate or concentrates will be collected and made ready to ship to a copper smelter.  The smelter will pay USPM a credit for the copper, gold and silver contained in the concentrate.  Should any of the tails from the copper oxide ore sulfide ores run appreciable gold and silver (which is a distinct possibility) and the gold and silver prove amenable to cyanide or any other of a number of lixavants, we intend to neutralize the tails with a strong base and counter current vat leach the tails to recover the gold and silver.   14   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..$450,000Exploration Drilling...$450,000Assaying.$100,000Surveying....$50,000Geochemical Soil Survey...$100,000Metallurgical Testing.$50,000Heavy equipment contracting and road construction.$100,000Support equipment.$50,000Field work..$100,000Support staff...$100,000Administration$100,000Travel & hotel$200,000Miscellaneous expenses.$50,000Total$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 and six month periods ending February 29, 2008 and February 28, 2007.  We have never had any revenues and only losses, including during the three and nine month periods ending February 29, 2008 and February 28, 2007. 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 $3,313,547 for the nine months, and $3,016,609 for the quarter ended February 29, 2008.  Our net loss substantially increased from $177,781 to $3,014,802 for the three month period and from $579,351 to $3,310,980 during the six months ended February 29, 2008 and 2007, respectively. The change was primarily due to an increase in geological exploration fees, professional and consulting fees. Our payroll expenses decreased from $158,575 to 132,387 during the nine month period, same as during the three month period, from $55,278 to $23,602 due to staff reduction in the first quarter of fiscal year 2008. Our consulting fee expenses increased from $177,234 to $1,652,000 mainly due to additional testing and sampling work and the professional expense decreased from $95,000 to $70,180 in legal and accounting services, during the same comparable period. The effect in the three month period was an increase in consulting from $3,339 to $1,652,000 and a reduction in professional fees from $55,278 to $23,602 in years 2007 and 2008, respectively.  15   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, and 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. Subsequent to the period covered by this report, in December 2007, we reconfigured our management team including having Jack Wagenti, formerly our CFO, become our CEO, and Peter Toscano, formerly our CEO, become our CFO.  We believe that this will have no material affect in connection with the Companys 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  We recorded the following unregistered sales or issuances of equity securities during the quarter ended February 29, 2008:  We issued 3,498,000 shares of our common stock to 14 individuals for services. We valued the shares at $0.80 (average valuation of price per share) per share for a total of $2,798,400.  16   We issued 80,000 shares of our common stock to one accredited investor upon the exercise of warrants for a total of $20,000.  December and January 2008, we issued 8,975,000 shares of our common stock with 4,487,500 warrants to 35 accredited investors for a total of $897,500.  The securities were sold in Units containing shares of common stock and warrants to purchase additional shares of common stock.  Specifically, each unit contained 500,000 shares of common stock and 250,000 warrants to purchase an additional 250,000 shares of common stock at a purchase price of $0.25 per share.  Fractional units were permitted to be sold at the discretion of the Company.  Each of the warrants is exercisable for a term of 12 months from the date of payment for the unit unless extended by the Company.  February 2008, we issued 1,000,000 shares of our common stock with 500,000 warrants to 3 accredited investors for a total of $500,000.  The securities were sold in Units containing shares of common stock and warrants to purchase additional shares of common stock.  Specifically, each unit contained 100,000 shares of common stock and 50,000 warrants to purchase an additional 50,000 shares of common stock at a purchase price of $1.00 per share.  Fractional units were permitted to be sold at the discretion of the Company.  Each of the warrants is exercisable for a term of 12 months from the date of payment for the Unit unless extended by the Company.  These securities 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  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  None  ITEM 5.  OTHER INFORMATION  None  17   ITEM 6. EXHIBITS.  Exhibit 31.1- Certification Chief Executive Officer required by Rule 13a-14(a) or Rule 15d- 14(a), Wagenti Exhibit 31.2- Certification Principal Financial Officer required by Rule 13a-14(a) or Rule 15d- 14(a), Toscano 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, Wagenti 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, Toscano   18   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/ Jack Wagenti __________________________________________ Jack Wagenti (Chief Executive Officer and Chairman of the Board of Directors)   /s/ Peter Toscano __________________________________________ Peter Toscano (Secretary/Treasurer and Chief Financial Officer) April 21, 2008   19    INDEX TO ATTACHED EXHIBITSExhibit 31.1- Certification Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-
14(a), Wagenti

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

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, Wagenti

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,  Toscano   20   Exhibit 31.1 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: April 21, 2008  /s/ Jack Wagenti _______________________ Jack Wagenti (CEO and Chairman of the Board of Directors)   21   Exhibit 31.2 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 : April 21, 2008  /s/ Peter Toscano _______________________ (Secretary/Treasurer and CFO)   22   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, Jack Wagenti , 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 February 29,  2008 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: April 21, 2008  /s/  Jack Wagenti _______________________ Jack Wagenti (CEO and Chairman of the Board of Directors)   23   Exhibit 32.2 CERTIFICATION PURSUANT TO T HE SARBANES-OXLEY ACT 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-0XLEY ACT OF 2002  I, Peter Toscano,  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 February 29, 2008 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: April 21, 2008  /s/ Peter Toscano _______________________ Peter Toscano ( Secretary/Treasurer and CFO)    24