On December 1, 2008, the Board of Directors (the "Board") of U.S. Precious Metals, Inc. ("USPR") approved the Amended and Restated Bylaws of USPR, a copy of which is attached to this Form 8-K as Exhibit 3.1 and incorporated by reference herein. The amendments to USPR's Bylaws, as in effect immediately prior to December 1, 2008, include, among other things, (i) creating a position of the Chairman of the Board and related powers, (ii) adoption of a provision reducing the time required for notice of a special meeting of the Board to twenty-four (24) hours, (iii) adopting provisions permitting the Board to increase or decrease the number of directors from time to time without amending the bylaws, and (iv) eliminating the requirement that directors be elected by written ballot. The amendments to USPR's Bylaws were adopted to update USPR's bylaws to be consistent with current Delaware law.

The foregoing description of the amendments to USPR's Bylaws is not complete and is qualified in its entirety by reference to the text of the Amended and Restated Bylaws attached as Exhibit 3.1 to this Form 8-K.

On December 3, 2008, USPR issued a press release in which it announced that it had revised its business plan as such plan was previously set forth in USPR's Annual Report on Form 10-K for the fiscal year ended May 31, 2008.

A copy of the Press Release, dated December 3, 2008, is attached to this Form 8-K as Exhibit 99.1. Such press release is incorporated by reference into this Form 8-K in its entirety.

Item 9.01

(d) Exhibits


             Exhibit Number   Description
             --------------   ----------------------------------

             3.1              Amended and Restated Bylaws

             99.1             Press Release, dated December 3, 2008.