U.S. Precious Metals, Inc. ("USPR") sold (1) a $25,000 Convertible Promissory Note on December 5, 2008 and (2) a $200,000 Convertible Promissory Note on December 22, 2008 (collectively, the "Notes"), pursuant to a private offering by USPR of up to $500,000 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 of $0.30 per share; provided, however, that if USPR is actively negotiating its next financing or if USPR has entered into a definitive agreement providing for a change of control, 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 (a "Qualified Financing"), (B) a change of control of USPR, or
(C) the date that is 2 years after the date of issuance of the applicable Notes.

If, prior to any optional conversion, the Company completes a Qualified Financing or experiences a change of control, the Notes will automatically convert into shares of USPR's Common Stock at a conversion price of $0.30 per share.

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 23, 2008, USPR issued a press release in which it announced the revised terms of the private placement of up to $500,000 of Convertible Promissory Notes.

A copy of the Press Release, dated December 23, 2008, is attached to this Form 8-K/A 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 23, 2008.