Easiest way to upgrade uboot is with a TFTP server.
http://www.newit.co.uk/forum/index.php/topic,236.msg645.html#msg645setenv ipaddr 192.168.1.101
setenv serverip 192.168.1.10
bubt uboot-3.4.23.bin
reset
I haven't done much with USB sticks along the lines of what you are trying, so I can't comment or explain your results. Use TFTP; it's simple and it works.