On December 5, 2008, U.S. Precious Metals, Inc. ("USPR") sold $25,000 of Convertible Promissory Notes (the "Notes"), pursuant to a private offering by USPR of up to $250,000 of Notes (the "Offering"), which Offering is not subject to any underwriting discounts or commissions. At the option of the holder, the Notes may be converted, at any time after June 30, 2009 and on or before the maturity date, into shares of USPR's common stock ("Common Stock") at a conversion price equal to 115% of the average of the volume-weighted average price of shares of the Common Stock for the 30 trading days before June 30, 2009; provided, however, that if USPR is actively negotiating its next financing, optional conversion features will not be applicable. The maturity date of the Notes is the earlier of (A) an offering of securities by USPR in a transaction or series of related transactions in which at least $10,000,000 in gross proceeds is received by USPR, (B) a change of control of USPR, or (B) the date that is 2 years after the date of issuance of the applicable Notes.

USPR is relying on Rule 506 of Regulation D as the applicable exemption from the registration requirements of the Securities Act of 1933. The Offering is being made only to "accredited investors," as such term is defined in Rule 501 of Regulation D.

On December 10, 2008, USPR issued a press release in which it announced that it is conducting a private placement of up to $250,000 of Convertible Promissory Notes.

A copy of the Press Release, dated December 10, 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
            --------------   ------------------------------------

                 99.1        Press Release, dated December 10, 2008.