---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

AMENDMENT NO. 1 TO
FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934

For the fiscal year ended March 31, 2006

Commission File Number 333-117287

US GEOTHERMAL INC.(Exact Name of Registrant as Specified in Its Charter)

|Delaware                                 | 84-1472231         
|---------------------------------------- | -------------------
|(State or Other Jurisdiction of          | (I.R.S. Employer   
|Incorporation or Organization)           | Identification No.)
|                                         |                    
|1509 Tyrell Lane, Suite B                |                    
|Boise, Idaho                             | 83706              
|(Address of Principal Executive Offices) | (Zip Code)         

208-424-1027(Registrants Telephone
Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:
NONE

Securities registered under Section 12(g) of the Exchange Act:
NONE

Check whether the issuer (1) has filed all reports required to
be filed by Section 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
filing requirements for at least the past 90 days.
Yes XXNo ___

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is ot contained in this form, and no
disclosure will be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [XX ]

---

Issuers revenues for its most recent year: $NIL

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of May 31, 2006: $32,961,555

Number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date.

|Class of Equity         | Shares Outstanding as of May 31, 2006
|----------------------- | -------------------------------------
|Common stock, par value | 43,303,844                           
|$ 0.001 per share       |                                      

Transitional Small Business Disclosure Format (check one)
Yes ____   No XX

---

Explanatory Note: This Amendment
No. 1 to the Form 10-KSB for the period ended March 31, 2006 is being filed to amend and
restate Part II, Item 7 to include Morgan & Companys Report of Independent Registered
Public Accounting Firm dated June 16, 2005 covering the Companys financial statements
for the fiscal year ended March 31, 2005, which was inadvertantly omitted from the Form
10-KSB filed on June 29, 2006. Otherwise, this Amendment No. 1 does not modify or update
disclosures presented in the original Form 10-KSB.

ITEM 7. FINANCIAL STATEMENTS





U.S. GEOTHERMAL INC.(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS(Stated in U.S. Dollars)

MARCH 31, 2006 and 2005





-1-

---

Board of Directors 
  U.S. Geothermal Inc. 
  Boise, Idaho

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheet of
  U.S. Geothermal Inc. (an exploration stage company) as of March 31, 2006, and
  the related consolidated statements of operations, stockholders equity
  and cash flows for the year then ended and for the period from February 26,
  2002 (inception) through March 31, 2006. These consolidated financial statements
  are the responsibility of the Companys management. Our responsibility
  is to express an opinion on these consolidated financial statements based on
  our audit. The financial statements of U.S. Geothermal Inc. as of March 31,
  2005 were audited by other auditors whose report dated June 16, 2005 expressed
  an unqualified opinion on those financial statements.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provides
  a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  U.S. Geothermal Inc. as of March 31, 2006 and the results of its operations,
  stockholders equity, and cash flows for the year then ended and for the
  period from February 26, 2002 (inception) through March 31, 2006 in conformity
  with accounting principles generally accepted in the United States of America.

Williams & Webster, P.S. 
  Certified Public Accountants 
  Spokane, Washington 
  June 23, 2006

-2-

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of

U.S. Geothermal Inc.

(A development stage company)



We have audited the accompanying consolidated balance sheets of U.S. Geothermal Inc. (a development stage company) and its subsidiaries as of March 31, 2005, and the related consolidated statements of operations and comprehensive loss, cash flows, and stockholders equity for the year then ended and for the cumulative period from February 26, 2002 (date of inception) to March 31, 2005. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based
on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as at March 31, 2005, and the consolidated results of its operations and its cash flows for the periods indicated in conformity with accounting principles generally accepted in the United States.



The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectives of the Companys internal control over financial reporting. Accordingly, we express no such opinion.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its development activities. These factors raise substantial doubt that the Company will be able to continue as a going concern. Managements plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.













|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|June 16, 2005     | Chartered Accountants



|Tel: (604) 687-5841 |                                      | P.O. Box 10007 Pacific Centre
|------------------- | ------------------------------------ | -----------------------------
|Fax: (604) 687-0075 | Suite 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1             







-3-

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|U.S. GEOTHERMAL INC.         
|-----------------------------
|(A Development Stage Company)
|                             
|CONSOLIDATED BALANCE SHEETS  
|(Stated in U.S. Dollars)     

|                                                  |   | March 31,  |   |   | March 31,  |  
|------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                  |   | 2006       |   |   | 2005       |  
|                                                  |   |            |   |   |            |  
|ASSETS                                            |   |            |   |   |            |  
|                                                  |   |            |   |   |            |  
|Current                                           |   |            |   |   |            |  
|Cash and cash equivalents                         | $ | 196,499    |   | $ | 1,957,075  |  
|Restricted cash (see Note
      10)               |   | 19,961,890 |   |   | 0          |  
|Refundable tax credit                             |   | 4,703      |   |   | 3,095      |  
|Prepaid expenses and other                        |   | 6,726      |   |   | 29,099     |  
|Total
      Current Assets                        |   | 20,169,818 |   |   | 1,989,269  |  
|                                                  |   |            |   |   |            |  
|Property, Plant and Equipment(see Note 4)         |   | 1,726,115  |   |   | 595,701    |  
|Total Assets                                      | $ | 21,895,933 |   | $ | 2,584,970  |  
|                                                  |   |            |   |   |            |  
|LIABILITIES                                       |   |            |   |   |            |  
|                                                  |   |            |   |   |            |  
|Current                                           |   |            |   |   |            |  
|Accounts payable and accrued liabilities          | $ | 270,831    |   | $ | 160,260    |  
|Related party accounts
      payable              |   | 10,083     |   |   | 4,842      |  
|Total
      Current Liabilities                   |   | 280,914    |   |   | 165,102    |  
|                                                  |   |            |   |   |            |  
|STOCKHOLDERS EQUITY                              |   |            |   |   |            |  
|Capital stock                                     |   |            |   |   |            |  
|Authorized:                                       |   |            |   |   |            |  
|100,000,000 common shares with a $0.001 par value |   |            |   |   |            |  
|Issued and Outstanding:                           |   |            |   |   |            |  
|18,263,844
      shares at March 31, 2006 and     |   | 18,264     |   |   | 17,332     |  
|17,331,429 shares at March 31, 2005               |   |            |   |   |            |  
|Capital stock issuable                            |   | 20,134,260 |   |   | 0          |  
|Additional paid-in capital                        |   | 5,338,200  |   |   | 3,485,642  |  
|Stock purchase warrants                           |   | 1,324,038  |   |   | 2,460,782  |  
|Accumulated other comprehensive income            |   | 32,792     |   |   | 165,262    |  
|Accumulated deficit before development stage      |   | (1,037,422 | ) |   | (1,037,422 | )
|Accumulated deficit during development stage      |   | (4,195,113 | ) |   | (2,671,728 | )
|Total Stockholders Equity                        |   | 21,615,019 |   |   | 2,419,868  |  
|Total Liabilities and Stockholders Equity        | $ | 21,895,933 |   | $ | 2,584,970  |  

Approved on behalf of the Board:

|Doug
      Glaspey, Director |  | Paul Larkin, Director
|------------------------------ |  | -----------------------

The accompanying notes are an integral part of these consolidated
  financial statements.

-4-

---

|U.S. GEOTHERMAL INC.                                              
|------------------------------------------------------------------
|(A Development Stage Company)                                     
|                                                                  
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      LOSS
|(Stated in U.S. Dollars)                                          

|                                              |   | YEAR       |   |   | CUMULATIVE    |  
|--------------------------------------------- | - | ---------- | - | - | ------------- | -
|                                              |   | ENDED      |   |   | PERIOD FROM   |  
|                                              |   | MARCH 31   |   |   | FEB. 26, 2002 |  
|                                              |   | 2006       |   |   | 2005          |  
|                                              |   |            |   |   |               |  
|Revenue                                       | $ | -          |   | $ | -             |  
|                                              |   |            |   |   |               |  
|Operating Expenses                            |   |            |   |   |               |  
|Consulting fees                               |   | 54,513     |   |   | 489,747       |  
|Administrative and development costs          |   | 185,186    |   |   | 118,098       |  
|Exploration expenditures                      |   | -          |   |   | 438,885       |  
|Professional fees                             |   | 386,275    |   |   | 321,081       |  
|Management fees                               |   | 36,415     |   |   | 86,463        |  
|Salaries and wages                            |   | 639,927    |   |   | 207,759       |  
|Travel and promotion                          |   | 360,753    |   |   | 89,497        |  
|Loss from
      Operations                    |   | (1,663,069 | ) |   | (1,751,530    | )
|                                              |   |            |   |   |               |  
|Other Income (Expense)                        |   |            |   |   |               |  
|Foreign exchange gain (loss)                  |   | 116,408    |   |   | (95,885       | )
|Interest income                               |   | 23,276     |   |   | 16,994        |  
|**Loss
      Before Income Taxes**            |   | (1,523,385 | ) |   | (1,830,421    | )
|                                              |   |            |   |   |               |  
|Income Taxes(see Note 2g)                     |   | -          |   |   | -             |  
|                                              |   |            |   |   |               |  
|Net Loss                                      | $ | (1,523,385 | ) | $ | (1,830,421    | )
|                                              |   |            |   |   |               |  
|                                              |   |            |   |   |               |  
|Basic And Diluted Net Loss Per Share          | $ | (0.09      | ) | $ | (0.12         | )
|                                              |   |            |   |   |               |  
|                                              |   |            |   |   |               |  
|Weighted Average Number Of Shares Outstanding |   | 17,797,637 |   |   | 15,209,468    |  
|for Basic and Diluted Calculations            |   |            |   |   |               |  
|                                              |   |            |   |   |               |  
|                                              |   |            |   |   |               |  
|Other Comprehensive Income (Loss)             |   |            |   |   |               |  
|Net loss for
      the period                 | $ | (1,523,385 | ) | $ | (1,830,421    | )
|Foreign currency translation
      adjustment |   | (132,470   | ) |   | 165,262       |  
|                                              |   |            |   |   |               |  
|Total Comprehensive
      Loss                | $ | (1,655,855 | ) | $ | (1,665,159    | )

The accompanying notes are an integral part of these consolidated
  financial statements.

-5-

---

|U.S. GEOTHERMAL INC.                 
|-------------------------------------
|(A Development Stage Company)        
|                                     
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Stated in U.S. Dollars)             

|                                  |   | YEAR ENDED |   |   | FROM          |  
|--------------------------------- | - | ---------- | - | - | ------------- | -
|                                  |   | March 31   |   |   | FEB. 26, 2002 |  
|                                  |   | 2006       |   |   | 2005          |  
|                                  |   |            |   |   |               |  
|                                  |   |            |   |   |               |  
|Operating Activities              |   |            |   |   |               |  
|Net loss for the period           | $ | (1,523,385 | ) | $ | (1,830,421    | )
|Add: Non-cash items:              |   |            |   |   |               |  
|Depreciation                      |   | 1,350      |   |   | 1,399         |  
|Shares issued for other than cash |   | -          |   |   | -             |  
|Stock based compensation          |   | 180,779    |   |   | 295,540       |  
|                                  |   |            |   |   |               |  
|                                  |   |            |   |   |               |  
|Change in non-cash                |   |            |   |   |               |  
|working                           |   |            |   |   |               |  
|capital items:                    |   |            |   |   |               |  
|                                  |   | 115,812    |   |   | (20,363       | )
|Accounts payable and accrued      |   |            |   |   |               |  
|Liabilities                       |   |            |   |   |               |  
|Prepaid expenses                  |   | 22,373     |   |   | (29,099       | )
|Refundable tax credit and grant   |   | (1,608     | ) |   | 4,805         |  
|receivable                        |   |            |   |   |               |  
|Total Cash Used by Operating      |   | (1,204,679 | ) |   | (1,578,139    | )
|Activities                        |   |            |   |   |               |  
|Investing Activities              |   |            |   |   |               |  
|Purchases of property, plant and  |   | (1,131,764 | ) |   | (41,331       | )
|equipment                         |   |            |   |   |               |  
|Cash acquired on business         |   | -          |   |   | -             |  
|combination                       |   |            |   |   |               |  
|Total Cash Provided (Used) by     |   | (1,131,764 | ) |   | (41,331       | )
|Investing Activities              |   |            |   |   |               |  
|                                  |   |            |   |   |               |  
|Financing Activities              |   |            |   |   |               |  
|Issuance of share capital, net of |   | 708,337    |   |   | 2,576,562     |  
|share issue cost                  |   |            |   |   |               |  
|Total Cash Provided by Financing  |   | 708,337    |   |   | 2,576,562     |  
|Activities                        |   |            |   |   |               |  
|                                  |   |            |   |   |               |  
|Foreign Exchange Effect On        |   |            |   |   |               |  
|Cash And Cash Equivalents         |   | (132,470   | ) |   | 129,470       |  
|                                  |   |            |   |   |               |  
|                                  |   |            |   |   |               |  
|                                  |   |            |   |   |               |  
|Increase (Decrease) In Cash And   |   | (1,760,576 | ) |   | 1,086,562     |  
|Cash Equivalents                  |   |            |   |   |               |  
|                                  |   |            |   |   |               |  
|Cash And Cash Equivalents,        |   |            |   |   |               |  
|Beginning Of Period               |   | 1,957,075  |   |   | 870,513       |  
|                                  |   |            |   |   |               |  
|Cash And Cash Equivalents, End    | $ | 196,499    |   | $ | 1,957,075     |  
|Of Period                         |   |            |   |   |               |  

The accompanying notes are an integral part of these consolidated
  financial statements.

-6-

---

|U.S. GEOTHERMAL INC.                             
|-------------------------------------------------
|(A Development Stage Company)                    
|                                                 
|CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
|(Stated in U.S. Dollars)                         

|                                            |   | YEAR ENDED |  |   | FROM          | 
|------------------------------------------- | - | ---------- |  | - | ------------- | 
|                                            |   | MARCH 31   |  |   | FEB. 26, 2002 | 
|                                            |   | 2006       |  |   | 2005          | 
|                                            |   |            |  |   |               | 
|                                            |   |            |  |   |               | 
|Supplemental Disclosure                     |   |            |  |   |               | 
|Taxes paid                                  | $ | -          |  | $ | -             | 
|Interest paid                               |   | -          |  |   | -             | 
|Non-cash investing and financing activities |   |            |  |   |               | 
|Shares issued for settlement of debt        |   | -          |  |   | -             | 
|Shares issued for professional services     |   | -          |  |   | -             | 
|Shares issued for geothermal property       |   | -          |  |   | 60,350        | 
|Warrants issued for share issue cost        |   | -          |  |   | 133,341       | 

The accompanying notes are an integral part of these consolidated
  financial statements.

-7-

---

|U.S. GEOTHERMAL INC.                                
|----------------------------------------------------
|(A Development Stage Company)                       
|                                                    
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY      
|                                                    
|FROM INCEPTION, FEBRUARY 26, 2002, TO MARCH 31, 2006
|(Stated in U.S. Dollars)                            

|                                                                |  | NUMBER    |  |   |        |  |   | ADDITIONAL |  |   | CAPITAL  |  |   | STOCK    |  |   | ACCUM. |  |   |          |   |   |          |  
|--------------------------------------------------------------- |  | --------- |  | - | ------ |  | - | ---------- |  | - | -------- |  | - | -------- |  | - | ------ |  | - | -------- | - | - | -------- | -
|                                                                |  | OF        |  |   |        |  |   | PAID-IN    |  |   | STOCK    |  |   | PURCHASE |  |   | OTHER  |  |   | ACCUM.   |   |   |          |  
|                                                                |  | SHARES    |  |   | AMOUNT |  |   | CAPITAL    |  |   | ISSUABLE |  |   | WARRANTS |  |   | INCOME |  |   | DEFICIT  |   |   | TOTAL    |  
|                                                                |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|                                                                |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|Shares issued for cash at $0.015 per share
       February 26, |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|2002                                                            |  | 2,600,000 |  | $ | 2,600  |  | $ | 37,400     |  | $ | -        |  | $ | -        |  | $ | -      |  | $ | -        |   | $ | 40,000   |  
|Shares and warrants issued for Geothermal property
      at     |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|$0.009  March 5, 2002                                          |  | 1,895,000 |  |   | 1,895  |  |   | 15,105     |  |   | -        |  |   | -        |  |   | -      |  |   | -        |   |   | 17,000   |  
|                                                                |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|Balance, March 31, 2002  U.S. Geothermal Inc. 
      Idaho    |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|                                                                |  | 4,495,000 |  |   | 4,495  |  |   | 52,505     |  |   | -        |  |   | -        |  |   | -      |  |   | -        |   |   | 57,000   |  
|                                                                |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|Shares issued for cash at $0.25 per share 
      May 28, 2002  |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|                                                                |  | 395,000   |  |   | 395    |  |   | 98,355     |  |   | -        |  |   | -        |  |   | -      |  |   | -        |   |   | 98,750   |  
|Shares issued for services at $0.25 per share
       May 28,   |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|2002                                                            |  | 5,000     |  |   | 5      |  |   | 1,245      |  |   | -        |  |   | -        |  |   | -      |  |   | -        |   |   | 1,250    |  
|Shares issued for cash at $0.30 per share 
      November 1,   |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|2002                                                            |  | 1,023,667 |  |   | 1,024  |  |   | 306,076    |  |   | -        |  |   | -        |  |   | -      |  |   | -        |   |   | 307,100  |  
|Shares issued for services at $0.30 per share
       November  |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|1, 2002                                                         |  | 10,000    |  |   | 10     |  |   | 2,990      |  |   | -        |  |   | -        |  |   | -      |  |   | -        |   |   | 3,000    |  
|Shares issued for services at $0.30 per share
       February  |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|14, 2003                                                        |  | 151,170   |  |   | 151    |  |   | 45,199     |  |   | -        |  |   | -        |  |   | -      |  |   | -        |   |   | 45,350   |  
|Net loss for the period                                         |  | -         |  |   | -      |  |   | -          |  |   |          |  |   |          |  |   |        |  |   | (164,909 | ) |   | (164,909 | )
|                                                                |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|Balance carried forward, March 31, 2003 
      U.S.            |  |           |  |   |        |  |   |            |  |   |          |  |   |          |  |   |        |  |   |          |   |   |          |  
|Geothermal Inc.  Idaho                                         |  | 6,079,837 |  | $ | 6,080  |  | $ | 506,370    |  | $ | -        |  | $ | -        |  | $ | -      |  | $ | (164,909 | ) | $ | 347,541  |  

-8-

---

|U.S. GEOTHERMAL INC.                                      
|----------------------------------------------------------
|(A Development Stage Company)                             
|                                                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Continued)
|                                                          
|FROM INCEPTION, FEBRUARY 26, 2002, TO MARCH 31, 2006      
|(Stated in U.S. Dollars)                                  

|                                                                  |  | NUMBER     |   |   |        |   |   | ADDITIONAL |   |   | CAPITAL  |  |   | STOCK     |  |   | ACCUM. |  |   |            |   |   |           |  
|----------------------------------------------------------------- |  | ---------- | - | - | ------ | - | - | ---------- | - | - | -------- |  | - | --------- |  | - | ------ |  | - | ---------- | - | - | --------- | -
|                                                                  |  | OF         |   |   |        |   |   | PAID-IN    |   |   | STOCK    |  |   | PURCHASE  |  |   | OTHER  |  |   | ACCUM.     |   |   |           |  
|                                                                  |  | SHARES     |   |   | AMOUNT |   |   | CAPITAL    |   |   | ISSUABLE |  |   | WARRANTS  |  |   | INCOME |  |   | DEFICIT    |   |   | TOTAL     |  
|                                                                  |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Balance carried forward, March 31, 2003 
      U.S.              |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Geothermal Inc.  Idaho                                           |  | 6,079,837  |   | $ | 6,080  |   | $ | 506,370    |   | $ | -        |  | $ | -         |  | $ | -      |  | $ | (164,909   | ) | $ | 347,541   |  
|                                                                  |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|                                                                  |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Consolidation adjustment to the number of shares
      issued     |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|and outstanding as a result of the reverse take-over              |  | (6,079,837 | ) | $ | (6,080 | ) | $ | 6,080      |   | $ | -        |  | $ | -         |  | $ | -      |  | $ | -          |   | $ | -         |  
|transaction- U.S. Geothermal Inc.-
      Idaho                    |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|December 19, 2003                                                 |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Legal parent company shares issued and outstanding
      at       |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|time of reverse take-over- U.S. Cobalt Inc.-                      |  | 2,274,616  |   |   | 2,275  |   |   | (2,275     | ) |   | -        |  |   | -         |  |   | -      |  |   | -          |   |   | -         |  
|December 19, 2003                                                 |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Shares issued for acquisition of U.S. Geothermal Inc.-            |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Idaho                                                             |  | 6,939,992  |   |   | 6,940  |   |   | (6,940     | ) |   | -        |  |   | -         |  |   | -      |  |   | (408,166   | ) |   | (408,166  | )
|Warrants issued for acquisition of U.S. Geothermal Inc.-          |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Idaho                                                             |  | -          |   |   | -      |   |   | -          |   |   | -        |  |   | 629,256   |  |   | -      |  |   | (629,256   | ) |   | -         |  
|                                                                  |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Shares and warrants issued for cash at a price
      of $0.45 per |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|share in a private placement, net of share issue
      costs of   |  | 3,322,221  |   |   | 3,322  |   |   | 959,230    |   |   | -        |  |   | 457,326   |  |   | -      |  |   | -          |   |   | 1,419,878 |  
|$75,122 paid in cash and $25,437
      paid by issuance of        |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|83,333 agents warrants- December 19, 2003                        |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Shares and warrants issued for conversion of
      notes at       |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|$0.45 per share  February 20, 2004                               |  | 385,864    |   |   | 386    |   |   | 123,090    |   |   | -        |  |   | 50,162    |  |   | -      |  |   | -          |   |   | 173,638   |  
|Stock options granted                                             |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|                                                                  |  | -          |   |   | -      |   |   | 296,081    |   |   | -        |  |   | -         |  |   | -      |  |   | -          |   |   | 296,081   |  
|Foreign currency translation gain                                 |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|                                                                  |  | -          |   |   | -      |   |   | -          |   |   | -        |  |   | -         |  |   | 35,792 |  |   | -          |   |   | 35,792    |  
|                                                                  |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|Net loss for the year                                             |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|                                                                  |  | -          |   |   | -      |   |   | -          |   |   | -        |  |   | -         |  |   | -      |  |   | (676,398   | ) |   | (676,398  | )
|Balance, March 31, 2004                                           |  |            |   |   |        |   |   |            |   |   |          |  |   |           |  |   |        |  |   |            |   |   |           |  
|                                                                  |  | 12,922,693 |   | $ | 12,923 |   | $ | 1,881,636  |   | $ | -        |  | $ | 1,136,744 |  | $ | 35,792 |  | $ | (1,878,729 | ) | $ | 1,188,366 |  

-9-

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|U.S. GEOTHERMAL INC.                                      
|----------------------------------------------------------
|(A Development Stage Company)                             
|                                                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Continued)
|                                                          
|FROM INCEPTION, FEBRUARY 26, 2002, TO MARCH 31, 2006      
|(Stated in U.S. Dollars)                                  

|                                                                 |  | NUMBER     |  |   |        |  |   | ADDITIONAL |  |   | CAPITAL    |  |   | STOCK      |   |   | ACCUM.   |   |   |            |   |   |            |  
|---------------------------------------------------------------- |  | ---------- |  | - | ------ |  | - | ---------- |  | - | ---------- |  | - | ---------- | - | - | -------- | - | - | ---------- | - | - | ---------- | -
|                                                                 |  | OF         |  |   |        |  |   | PAID-IN    |  |   | STOCK      |  |   | PURCHASE   |   |   | OTHER    |   |   | ACCUM.     |   |   |            |  
|                                                                 |  | SHARES     |  |   | AMOUNT |  |   | CAPITAL    |  |   | ISSUABLE   |  |   | WARRANTS   |   |   | INCOME   |   |   | DEFICIT    |   |   | TOTAL      |  
|                                                                 |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|Balance, March 31, 2004                                          |  | 12,922,693 |  | $ | 12,923 |  | $ | 1,881,636  |  | $ | -          |  | $ | 1,136,744  |   | $ | 35,792   |   | $ | (1,878,729 | ) | $ | 1,188,366  |  
|                                                                 |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|                                                                 |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|Shares and warrants issued for cash at a price of $0.66 in       |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|a private placement, net of share
      issue costs of           |  | 4,000,001  |  |   | 4,000  |  |   | 1,103,082  |  |   | -          |  |   | 1,324,038  |   |   | -        |   |   | -          |   |   | 2,431,120  |  
|$225,131 paid in cash and $133,341 paid by the                   |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|issuance of 280,000 agents
      warrants- September 17,        |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|2004                                                             |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|Shares issued for property at a price of $0.60-
      February   |  | 100,000    |  |   | 100    |  |   | 60,251     |  |   | -          |  |   | -          |   |   | -        |   |   | -          |   |   | 60,351     |  
|22, 2005                                                         |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|Shares issued for stock options exercised                        |  | 308,735    |  |   | 309    |  |   | 145,133    |  |   | -          |  |   | -          |   |   | -        |   |   | -          |   |   | 145,442    |  
|Stock options granted                                            |  | -          |  |   | -      |  |   | 295,540    |  |   | -          |  |   | -          |   |   | -        |   |   | -          |   |   | 295,540    |  
|Foreign currency translation gain                                |  | -          |  |   | -      |  |   | -          |  |   | -          |  |   | -          |   |   | 129,470  |   |   | -          |   |   | 129,470    |  
|Net loss for the year                                            |  | -          |  |   | -      |  |   | -          |  |   | -          |  |   | -          |   |   | -        |   |   | (1,830,421 | ) |   | (1,830,421 | )
|                                                                 |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|Balance, March 31, 2005                                          |  | 17,331,429 |  |   | 17,332 |  |   | 3,485,642  |  |   | -          |  |   | 2,460,782  |   |   | 165,262  |   |   | (3,709,150 | ) |   | 2,419,868  |  
|Stock options granted                                            |  | -          |  |   | -      |  |   | 180,780    |  |   | -          |  |   | -          |   |   | -        |   |   | -          |   |   | 180,780    |  
|Expiration of stock purchase warrants                            |  | -          |  |   | -      |  |   | 1,061,145  |  |   | -          |  |   | (1,061,145 | ) |   | -        |   |   | -          |   |   | -          |  
|Shares issued for stock options and warrants
      exercised     |  | 932,415    |  |   | 932    |  |   | 610,633    |  |   | -          |  |   | (75,599    | ) |   | -        |   |   | -          |   |   | 535,966    |  
|Foreign currency translation loss                                |  | -          |  |   | -      |  |   | -          |  |   | -          |  |   | -          |   |   | (132,470 | ) |   | -          |   |   | (132,470   | )
|Capital stock issuable as result of a private
      placement to |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|be closed April 3, 2006                                          |  | -          |  |   | -      |  |   | -          |  |   | 20,134,260 |  |   | -          |   |   | -        |   |   | -          |   |   | 20,134,260 |  
|Net loss for the year                                            |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|                                                                 |  | -          |  |   | -      |  |   | -          |  |   | -          |  |   | -          |   |   | -        |   |   | (1,523,385 | ) |   | (1,523,385 | )
|Balance, March 31, 2006                                          |  |            |  |   |        |  |   |            |  |   |            |  |   |            |   |   |          |   |   |            |   |   |            |  
|                                                                 |  | 18,263,844 |  | $ | 18,264 |  | $ | 5,338,200  |  | $ | 20,134,260 |  | $ | 1,324,038  |   | $ | 32,792   |   | $ | (5,232,535 | ) | $ | 21,615,019 |  

The accompanying notes are an integral part of these consolidated
  financial statements.

-10-

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|U.S. GEOTHERMAL INC.                      
|------------------------------------------
|(A Development Stage Company)             
|                                          
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                          
|MARCH 31, 2006                            
|(Stated in U.S.
      Dollars)            

NOTE 1  NATURE OF OPERATIONS AND GOING CONCERN

a) Organization

When U.S. Cobalt Inc. (GTH or the Company)
  completed a reverse take-over on December 19, 2003, the former stockholders
  of U.S. Geothermal Inc. (GEO - Idaho), a company incorporated on
  February 26, 2002 in the State of Idaho, acquired control of GTH (Note 3). In
  connection with the transaction, U.S. Cobalt Inc. changed its name to U.S. Geothermal
  Inc. and consolidated its common stock on a one new to five old basis. All references
  to common shares in these financial statements have been restated to reflect
  the roll-back of common stock.

b) Development Stage Activities

The Company has been in the development stage since its formation
  and has not yet realized any revenues from its planned operations. GEO - Idaho
  operates for the purpose of acquiring geothermal properties and entered into
  an agreement with the previous owner, pursuant to which the Company has acquired
  a 100% interest in the Raft River Geothermal Property located in Cassia County,
  Idaho (Note 4).

c) Going Concern

Based on the Companys projected spending over the next
  12 months and the $20,134,260 cash received from the private placement completed
  April 3, 2006, the Companys auditors have removed the going concern qualification
  from the Companys financial statements. Management believes that sufficient
  funding will be available to meet its business objectives, including anticipated
  cash needs for working capital, and is currently evaluating several financing
  options for construction of the phase one power plant. As shown in the accompanying
  consolidated financial statements, the Company has incurred an accumulated deficit
  of $5,232,535 for the period from February 26, 2002 (inception) to March 31,
  2006, and has no revenue from operations.

-11-

---

NOTE 2- ACCOUNTING POLICIES

a) Basis of Presentation

These consolidated financial statements have been prepared in
  accordance with accounting principles generally accepted in the United States.
  These consolidated financial statements include the accounts of the following
  companies:

U.S. Geothermal Inc. (incorporated in
  the State of Delaware); 
  U.S. Geothermal Inc. (incorporated in the State of Idaho); 
  U.S. Cobalt Inc. (incorporated in the State of Colorado); 
  Raft River Energy I LLC (incorporated in the State of Delaware); 
  US Geothermal Services, LLC (incorporated in the State of Delaware).

All inter-group transactions are eliminated on consolidation.

b) Use of Estimates

The preparation of financial statements in accordance with generally
  accepted accounting principles requires the use of estimates and assumptions
  that affect the reported amounts of assets and liabilities, disclosure of contingent
  assets and liabilities known to exist as of the date the financial statements
  are published, and the reported amounts of revenues and expenses during the
  reporting period. Uncertainties with respect to such estimates and assumptions
  are inherent in the preparation of the Companys financial statements;
  accordingly, it is possible that the actual results could differ from these
  estimates and assumptions and could have a material effect on the reported amounts
  of the Companys financial position and results of operations.

c) Recent Accounting Pronouncements

In March 2006, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 156, Accounting for Servicing
  of Financial Assetsan amendment of FASB Statement No. 140. This
  statement requires an entity to recognize a servicing asset or servicing liability
  each time it undertakes an obligation to service a financial asset by entering
  into a servicing contract in any of the following situations: a transfer of
  the servicers financial assets that meets the requirements for sale accounting;
  a transfer of the servicers financial assets to a qualifying special-purpose
  entity in a guaranteed mortgage securitization in which the transferor retains
  all of the resulting securities and classifies them as either available-for-sale
  securities or trading securities; or an acquisition or assumption of an obligation
  to service a financial asset that does not relate to financial assets of the
  servicer or its consolidated affiliates. The statement also requires all separately
  recognized servicing assets and servicing liabilities to be initially measured
  at fair value, if practicable and permits an entity to choose either the amortization
  or fair value method for subsequent measurement of each class of servicing assets
  and liabilities. The statement further permits, at its initial adoption, a one-time
  reclassification of available for sale securities to trading securities by entities
  with recognized servicing rights, without calling into question the treatment
  of other available for sale securities under Statement 115, provided that the
  available for sale securities are identified in some manner as offsetting the
  entitys exposure to changes in fair value of servicing assets or servicing
  liabilities that a servicer

-12-

---

elects to subsequently measure at fair value and requires separate
  presentation of servicing assets and servicing liabilities subsequently measured
  at fair value in the statement of financial position and additional disclosures
  for all separately recognized servicing assets and servicing liabilities. This
  statement is effective for fiscal years beginning after September 15, 2006,
  with early adoption permitted as of the beginning of an entitys fiscal
  year. Management believes the adoption of this statement will have no impact
  on the Companys financial condition or results of operations.

In May 2005, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 154, Accounting Changes
  and Error Corrections, (hereinafter SFAS No. 154) which replaces
  Accounting Principles Board Opinion No. 20, accounting Changes, and SFAS
  No. 3, Reporting Accounting Changes in Interim Financial Statements 
  An Amendment of APB Opinion No. 28. SFAS No. 154 provides guidance on
  accounting for and reporting changes in accounting principle and error corrections.
  SFAS No. 154 requires that changes in accounting principle be applied retrospectively
  to prior period financial statements and is effective for fiscal years beginning
  after December 15, 2005. Management does not expect SFAS No. 154 to have a material
  impact on the Companys financial position, results of operations, or cash
  flows.

In December 2004, the Financial Accounting Standards Board issued
  Statement of Financial Accounting Standards No. 153. This statement addresses
  the measurement of exchanges of nonmonetary assets. The guidance in APB Opinion
  No. 29, Accounting for Nonmonetary Transactions, is based on the
  principle that exchanges of nonmonetary assets should be measured based on the
  fair value of the assets exchanged. The guidance in that opinion, however, included
  certain exceptions to that principle. This statement amends Opinion 29 to eliminate
  the exception for nonmonetary exchanges of similar productive assets and replaces
  it with a general exception for exchanges of nonmonetary assets that do not
  have commercial substance. A nonmonetary exchange has commercial substance if
  the future cash flows of the entity are expected to change significantly as
  a result of the exchange. This statement is effective for financial statements
  for fiscal years beginning after June 15, 2005. Earlier application is permitted
  for nonmonetary asset exchanges incurred during fiscal years beginning after
  the date of this statement is issued. Management believes the adoption of this
  statement had no impact on the financial statements of the Company at December
  31, 2005 and 2004.

In December 2004, the Financial Accounting Standards Board issued
  a revision to Statement of Financial Accounting Standards No. 123R, Accounting
  for Stock Based Compensation. This statement supersedes APB Opinion No.
  25, Accounting for Stock Issued to Employees, and its related implementation
  guidance. This statement establishes standards for the accounting for transactions
  in which an entity exchanges its equity instruments for goods or services. It
  also addresses transactions in which an entity incurs liabilities in exchange
  for goods or services that are based on the fair value of the entitys
  equity instruments or that may be settled by the issuance of those equity instruments.
  This statement focuses primarily on accounting for transactions in which an
  entity obtains employee services in share-based payment transactions. This statement
  does not change the accounting guidance for share based payment transactions
  with parties other than employees provided in Statement of Financial Accounting
  Standards No. 123. This statement does not address the accounting for employee
  share ownership plans, which are subject to AICPA Statement of Position 93-6,
  Employers Accounting for Employee Stock Ownership Plans. The
  Company has not yet determined the impact to its financial statements from the
  adoption of this statement.

-13-

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d) Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short term deposits
  with maturities of no more than ninety days when acquired.

e) Property, Plant and Equipment

Costs of acquisition of geothermal properties are capitalized
  on an area-of-interest basis. Amortization of these costs will be on a unit-of-production
  basis, based on estimated proven geothermal reserves should such reserves be
  found. If an area of interest is abandoned, the costs thereof are charged to
  income in the year of abandonment.

The Company expenses all costs related to the development of
  geothermal reserves prior to the establishment of proven and profitable reserves.
  Other equipment is recorded at cost. Depreciation of other equipment is calculated
  on a straight-line basis at an annual rate of 30%.

f) Impairment of Long-Lived Assets

SFAS No. 144- Accounting for the Impairment or Disposal
  of Long-Lived Assets establishes a single accounting model for long-lived
  assets to be disposed of by sale including discontinued operations. SFAS 144
  requires that these long-lived assets be measured at the lower of the carrying
  amount or fair value less cost to sell, whether reported in continuing operations
  or discontinued operations.

g) Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109-
  Accounting for Income Taxes. Under SFAS No. 109, the Company is
  required to compute tax asset benefits for net operating losses carried forward.
  Potential benefits of net operating losses have not been recognized in these
  financial statements because the Company cannot be assured it is more likely
  than not it will utilize the net operating losses carried forward in future
  years.

The significant components of the deferred tax asset at March
  31, 2006 and March 31, 2005 were as follows:

|                                       |   | March 31,  |  |   | March 31,  | 
|-------------------------------------- | - | ---------- |  | - | ---------- | 
|                                       |   | 2006       |  |   | 2005       | 
|Net operating loss carryforward        | $ | 5,196,418  |  | $ | 3,541,913  | 
|Deferred tax asset:                    | $ | 1,767,000  |  | $ | 1,204,000  | 
|Less valuation allowance for tax asset |   | -1,767,000 |  |   | -1,204,000 | 
|Net deferred tax asset                 | $ | -          |  | $ | -          | 

At March 31, 2006 and March 31, 2005, the Company has net operating
  loss carryforwards of approximately $5,196,418 and $3,541,913 respectively,
  which expire in the years 2023 through 2025. The change in the allowance account
  from March 31, 2005 to March 31, 2006 was $563,000.

-14-

---

h) Financial Instruments

The Companys financial instruments consist of cash and
  cash equivalents, refundable tax credits, and accounts payable and accrued liabilities.
  Unless otherwise noted, it is managements opinion that the Company is
  not exposed to significant interest, currency or credit risks arising from these
  financial instruments. The fair values of these financial instruments approximate
  their carrying values, unless otherwise noted.

Refundable tax credit is comprised of Goods and Services Tax
  (GST) which is refundable from the Government of Canada.

i) Basic and Diluted Loss Per Share

In accordance with SFAS No. 128- Earnings Per Share,
  the basic loss per common share is computed by dividing net loss available to
  common stockholders by the weighted average number of common shares outstanding.
  As the Company generated net losses in each of the periods presented, the basic
  and dilutive loss per share is the same, as any exercise of options or warrants
  would be anti-dilutive.

j) Foreign Currency Translation

The Companys functional currency is the U.S. dollar.
  Transactions in foreign currency are converted into U.S. dollars using the current
  method as follows:

- Monetary items at the rate prevailing at the balance sheet date;
- Non-monetary items at the historical exchange rate;
- Revenue and expenses at the average rate in effect during the applicable
    accounting period.

Adjustments arising from the translation of the foreign currency
  amounts are included as a separate component of stockholders equity.

k) Asset Retirement Obligations

SFAS No. 143- Accounting for Asset Retirement Obligations
  requires legal obligations associated with the retirement of long-lived assets
  to be recognized at their fair value at the time the obligations are incurred.
  Upon initial recognition of a liability, that cost should be capitalized as
  part of the related long-lived asset and allocated to expense over the useful
  life of the asset.

NOTE 3 - REVERSE TAKE-OVER

Effective December 19, 2003, GTH acquired 100% of the issued
  and outstanding voting shares of GEO - Idaho by issuing 6,939,992 common shares
  and 2,420,217 share purchase warrants, of which 2,150,309 common shares and
  no share purchase warrants were held in escrow as at December 31, 2005 (as at
  March 31, 2005, 4,243,325 common shares and 1,946,937 share purchase warrants
  were held in escrow). Each share purchase warrant entitled the holder to purchase
  one additional common share at a price of $0.75 per share until December
  19, 2005. As of December 31, 2005, the 2,420,217 stock purchase warrants noted
  above have expired without

-15-

---

exercise. Since the transaction resulted in the former shareholders
  of GEO - Idaho owning the majority of the issued shares of GTH, the transaction,
  which is referred to as a reverse take-over, has been treated for
  accounting purposes as an acquisition by GEO - Idaho of the net assets and liabilities
  of GTH. Under this purchase method of accounting, the results of operations
  of GTH are included in these financial statements from December 19, 2003. GEO
  - Idaho is deemed to be the purchaser for accounting purposes. Accordingly,
  its net assets are included in the balance sheet at their previously recorded
  values.

The Company has determined that the share purchase warrants issued
  as part of the transaction have a fair value of $629,256 as determined by using
  the Black-Scholes pricing model with the assumptions as stated in Note 5. The
  amount is considered to be additional consideration given to the former GEO
  - Idaho shareholders and, as such, has been allocated, along with the net liabilities
  assumed of GTH, to deficit.

The acquisition is summarized as follows:

|Current assets (including cash of $5,798) | $ | 11,616   |  
|----------------------------------------- | - | -------- | -
|Current liabilities                       |   | (419,782 | )
|                                          |   |          |  
|Net liabilities assumed                   | $ | (408,166 | )

The net liabilities assumed have been charged to accumulated
  deficit.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

GEO - Idaho entered into an agreement, as amended December 3,
  2002, with the previous owner to purchase up to a 100% interest in the Raft
  River Geothermal Property (the Property) located in Cassia County,
  Idaho, in exchange for 1,895,000 shares (the old shares), 1,612,000
  warrants (the old warrants) of GEO  Idaho, and up to $600,000
  in cash. A condition to acquiring 100% of the Property is the completion by
  GEO - Idaho of at least a $200,000 work program on the Property. The old shares
  and old warrants were exchanged subsequent to December 31, 2002 (as part of
  the reverse take-over described in Notes 3 and 5) for shares and warrants of
  the Company.

As of March 31, 2006, the Company has acquired a 100% interest
  in the Property by making cash payments totalling $250,000 in 2003, $225,000
  in 2004 and $125,000 in 2005. The Company has also completed the requisite work
  program. In addition, the Company has paid $57,728 to acquire two purchase options
  on 1,083 acres of surface and water rights, and paid $949,036 to initiate construction
  of the Raft River Project.

During the year ended March 31, 2005, the Company acquired 100
  acres of surface and energy rights in exchange for a cash payment of $40,000
  and issuance of 100,000 common shares valued at $60,351.

Property, plant and equipment consisted of the following at the
  dates shown:

-16-

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|                                            |   | March 31, |   |   | March 31, |  
|------------------------------------------- | - | --------- | - | - | --------- | -
|                                            |   | 2006      |   |   | 2005      |  
|Geothermal property (land and equipment)    |   |           |   |   |           |  
|Balance, beginning of period                | $ | 592,351   |   | $ | 492,000   |  
|Shares issued                               |   | -         |   |   | 60,351    |  
|Cash payments                               |   | 182,728   |   |   | 40,000    |  
|Balance, end of period                      |   | 775,079   |   |   | 592,351   |  
|                                            |   |           |   |   |           |  
|Construction in Process- Raft River Project |   |           |   |   |           |  
|Balance, beginning of period                |   | -         |   |   | -         |  
|Power Plant One                             |   | 565,459   |   |   | -         |  
|Transmission Lines and Substation           |   | 139,193   |   |   | -         |  
|Pipelines                                   |   | 78,478    |   |   | -         |  
|Well Drilling                               |   | 165,906   |   |   | -         |  
|Balance, end of period                      |   | 949,036   |   |   | -         |  
|                                            |   |           |   |   |           |  
|Other equipment                             |   |           |   |   |           |  
|Balance, beginning of period                |   | 5,325     |   |   | 3,994     |  
|Acquisitions                                |   | -         |   |   | 1,331     |  
|Balance, end of period                      |   | 5,325     |   |   | 5,325     |  
|Less: Accumulated depreciation              |   | (3,325    | ) |   | (1,975    | )
|Net balance, end of period                  |   | 2,000     |   |   | 3,350     |  
|                                            |   |           |   |   |           |  
|                                            | $ | 1,726,115 |   | $ | 595,701   |  

NOTE 5 - CAPITAL STOCK

On March 13, 2006, the Company issued 15,000 common shares upon
  the exercise of 15,000 options at an exercise price of $0.60 CDN ($0.51 U.S.
  as of March 13, 2006).

On February 17, 2006, the Company issued 192,934 common shares
  upon the exercise of 192,934 stock purchase warrants at an exercise price of
  $0.75 U.S.

On February 9, 2006, the Company issued 25,000 common shares
  upon the exercise of 25,000 options at an exercise price of $0.60 CDN ($0.51
  as of February 9, 2006).

On February 6, 2006, the Company issued 120,000 common shares
  as a signing bonus as part of an employment agreement at a deemed price of $0.72
  CDN ($0.61 U.S. as of February 6, 2006.

On January 9, 2006, the Company issued 138,370 common shares
  upon the exercise of 138,370 options at an exercise price of $0.60 CDN ($0.51
  U.S. as of January 9, 2006).

On January 3, 2006, the Company issued 200,000 common shares
  upon the exercise of 200,000 options at an exercise price of $0.60 CDN ($0.51
  U.S. as of January 3, 2006).

On December 28, 2005, the Company issued 183,333 common shares
  upon the exercise of 100,000 options at an exercise price of $0.60 CDN ($0.51
  U.S. as of December 28, 2005) and 83,333 purchase warrants at an exercise price
  of $0.45 U.S.

-17-

---

On July 22, 2005, the Company issued 40,000 common shares upon
  the exercise of 40,000 options at an exercise price of $0.60 CDN ($0.51 U.S.
  as of July 22, 2005).

On April 11, 2005, the Company issued 17,778 common shares upon
  the exercise of 17,778 options at an exercise price of $0.90 CDN ($0.73 U.S.
  as of April 11, 2005).

On February 23, 2005, the Company issued 100,000 common shares
  at a price of $0.60 for two parcels of land and energy rights adjacent to its
  Raft River Property valued at $60,351.

On February 18, 2005, the Company issued 30,000 common shares
  upon the exercise of 30,000 stock options at an exercise price of $0.60 CDN
  ($0.49 U.S. as at February 18, 2005).

On October 20, 2004, the Company issued 278,735 common shares
  upon the exercise of 278,735 stock options at an exercise price of $0.60 CDN
  ($0.47 U.S. as at October 20, 2004).

In payment for services provided in connection with the private
  placement described below, the Company paid $225,131 in cash and granted 280,000
  agents warrants exercisable at a price of $0.85 CDN ($0.72 U.S. as at
  September 30, 2005) until September 17, 2006. The warrants are exercisable into
  units identical (including with respect to acceleration) to the units offered
  in the private placement. The fair value of $133,341, as calculated by the Black-Scholes
  model, was recorded as a share issue cost.

On September 17, 2004, the Company issued 4,000,001 units for
  a private placement at a price of $0.85 CDN ($0.66 U.S. as at September 17,
  2004) per unit. Each unit consists of one common share and one share purchase
  warrant. Each share purchase warrant entitles the holder to purchase one additional
  common share at a price of $1.25 CDN ($1.06 U.S. as at September 30, 2005) per
  share until September 17, 2006. Should the closing price of the Companys
  common shares exceed $1.65 CDN ($1.40 U.S. as at September 30, 2005) per share
  for twenty consecutive trading days, the exercise date of the warrants may be
  accelerated to a date not earlier than twenty days following the date of the
  press release indicating the acceleration.

During the year ended March 31, 2004, the Company made cash payments
  totalling $137,398 pursuant to the convertible notes described below. On February
  20, 2004, the Company issued 385,864 units, at a value of $0.45 per unit, on
  conversion of amounts due under the convertible promissory notes totalling $173,639,
  including unpaid principal of $147,000 and interest accrued at a rate of 20%
  per annum totalling $26,638. Each unit has identical terms and conditions to
  the units issued in the December 2003 private placement described below, other
  than the expiration date of the warrants which expire on February 17, 2006.

On December 19, 2003, the Company issued 6,939,992 shares and
  2,420,217 warrants (the new warrants) to the shareholders of GEO
  - Idaho to effect the reverse take-over (RTO) described in Note
  3. Pursuant to the negotiated agreement of the parties, as approved by the TSX
  Venture Exchange, the GEO - Idaho shares were exchanged on a one-for-one basis
  with all GEO - Idaho shareholders other than Vulcan Power Company, which received
  shares and warrants so that Vulcan Power would own 14% on a non-diluted and
  25% on a fully-diluted basis after closing (taking into account the private
  placement closed in conjunction with the RTO discussed below). To meet these
  percentages, Vulcan was issued 1,755,159 shares and the 2,420,217 new warrants.
  Vulcan had held 1,895,000 GEO-Idaho shares and 1,612,000 GEO - Idaho warrants
  prior to the

-18-

---

RTO. The new warrants, issued only to Vulcan as the sole old
  warrant holder of GEO - Idaho, have an exercise price of $0.75 per share and
  expire December 19, 2005. Concurrently with the RTO, the Company issued 3,322,221
  units for a private placement at a price of $0.45 per unit. Each unit consists
  of one common share and one half of one share purchase warrant. Each full share
  purchase warrant entitles the holder to purchase one additional common share
  at a price of $0.75 per share until December 19, 2005. The share issuance costs
  of this issuance were $100,559. Of this amount, $75,122 was paid in cash and
  $25,437 was paid by the issuance of 83,333 agents warrants to purchase
  up to 83,333 common shares, exercisable at a price of $0.45 until December 19,
  2005. The value assigned to the new warrants was $629,256 ($0.26 per warrant),
  and the value assigned to the warrants included in the units was $431,889 ($0.26
  per warrant) as calculated by the Black-Scholes model. The exercise date of
  the warrants issued in connection with the RTO, the private placement and agent
  services can be accelerated to 30 days after written notice from the Company
  provided that the Company has obtained both: (i) all material permits and licenses
  necessary to authorize initiation of construction of a 10 megawatt power plant;
  and (ii) power purchase and transmission agreements for such plant. The fair
  value of the agents warrants of $25,437 ($0.30 per warrant) was calculated
  by the Black-Scholes model. The share issue costs have been netted against the
  proceeds allocated to additional paid in capital.

On April 25, 2003, the Company committed to issue convertible
  promissory notes in an aggregate principal amount of $269,000. The notes were
  convertible, at the option of the holder, into units identical in terms to the
  units described above, except with respect to the expiration date of the units,
  as described above. The notes carried an interest rate of 20%.

On February 14, 2003, the Company issued 151,170 common shares
  to directors of the Company for management services. These shares had a fair
  value on that date of $45,350. Accordingly, these shares were recorded as a
  charge to management fees in the consolidated statement of operations.

On November 1, 2002, the Company issued 1,023,667 common shares
  at a price of $0.30 per share for cash proceeds of $307,100 and 10,000 common
  shares for services related to the geothermal property. The shares issued for
  services had a fair value on that date of $3,000. Accordingly, these shares
  were recorded as a charge to exploration expenditures in the consolidated statement
  of operations.

On May 28, 2002, the Company issued 395,000 common shares at
  a price of $0.25 per share for cash proceeds of $98,750 and issued 5,000 common
  shares for consulting services. The shares issued for services had a fair value
  on that date of $1,250. Accordingly, the shares issued for services were recorded
  as a charge to consulting fees in the consolidated statement of operations.

Escrow Shares

The following common shares and share purchase warrants are in
  escrow at the dates shown:

|                        |  | March 31, |  |  | March 31, | 
|----------------------- |  | --------- |  |  | --------- | 
|                        |  | 2006      |  |  | 2005      | 
|                        |  |           |  |  |           | 
|Common shares           |  | 2,150,309 |  |  | 4,243,325 | 
|Share purchase warrants |  | 0         |  |  | 1,946,937 | 

-19-

---

The escrow shares and warrants are or were held in escrow pursuant
  to standard requirements of the TSX Venture Exchange, which required that escrow
  conditions be placed upon the shares and share purchase warrants issued in conjunction
  with the acquisition of GEO - Idaho (Note 3) and the concurrently completed
  private placement (Note 5). Shares are released from escrow at six month intervals,
  with the last release from escrow scheduled for December 19, 2006. All stock
  purchase warrants previously held in escrow expired as of December 31, 2005,
  without exercise.

NOTE 6 - STOCK -BASED COMPENSATION

The Companys stock option plan provides for the grant of
  incentive stock options enabling the holders to purchase up to 2,584,000 common
  shares. The plan is for employees, consultants, officers and directors of the
  Company. Options are granted for a term of up to five years from the date of
  grant. Stock options granted generally vest over a period of eighteen months.
  Because the plan has historically been administered in Canada by Pacific Corporate
  Trust, the Company has issued stock options with an exercise price stated in
  Canadian dollars per share.

During the quarter ended June 30, 2005, the Company granted 50,000
  stock options to a consultant exercisable at a price of $0.72 CDN ($0.61 USD
  as at December 31, 2005) until April 19, 2010.

During the year ended March 31, 2005, the Company granted 560,000
  stock options to consultants, directors and officers exercisable at prices ranging
  from $0.72 to $0.90 CDN ($0.61 to $0.77 USD as at December 31, 2005).

During the year ended March 31, 2004, the Company granted 1,745,000
  stock options to consultants, directors and officers exercisable at a price
  of $0.60 CDN ($0.51 USD as at December 31, 2005) until January 3, 2009.

Compensation expense related to stock options granted is recorded
  at their fair value as calculated by the Black-Scholes option pricing model.
  Compensation expense of $25,509 was included in consulting fees and $155,271
  was included in salaries and wages for the twelve months ended March 31, 2006
  (March 31, 2005 - $295,541).

The changes in stock options are as follows:

|                                    |  | NUMBER    |   |   | WEIGHTED | 
|----------------------------------- |  | --------- | - | - | -------- | 
|                                    |  | SHARES    |   |   | AVERAGE  | 
|                                    |  | UNDER     |   |   | EXERCISE | 
|                                    |  | OPTIONS   |   |   | PRICE    | 
|                                    |  |           |   |   |          | 
|Balance outstanding, March 31, 2004 |  | 1,745,000 |   | $ | 0.60 CDN | 
|                                    |  |           |   |   |          | 
|Cancelled                           |  | (240,000  | ) |   | 0.60 CDN | 
|Exercised                           |  | (308,735  | ) |   | 0.60 CDN | 
|Granted                             |  | 470,000   |   |   | 0.72 CDN | 
|Granted                             |  | 90,000    |   |   | 0.90 CDN | 
|Balance outstanding March 31, 2005  |  | 1,756,265 |   |   | 0.65 CDN | 

-20-

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|Cancelled                          |  | (182,267  | ) |   | 0.60 CDN | 
|---------------------------------- |  | --------- | - | - | -------- | 
|Exercised                          |  | (518,370  | ) |   | 0.60 CDN | 
|Granted                            |  | 50,000    |   |   | 0.72 CDN | 
|Exercised                          |  | (17,778   | ) |   | 0.90 CDN | 
|Cancelled                          |  | (22,222   | ) |   | 0.90 CDN | 
|Balance outstanding March 31, 2006 |  | 1,065,628 |   | $ | 0.67 CDN | 

The following table summarizes information about the number of
  shares under stock options outstanding and exercisable at March 31, 2006:

OPTIONS OUTSTANDING
      OPTIONS EXERCISABLEMARCH 31,
      MARCH 31,2005
      2006
      REMAININGEXERCISE
      NUMBER OF
      NUMBER OF
      CONTRACTUAL
      NUMBER OFPRICE
      SHARES
      SHARES
      LIFE (YEARS)
      SHARES$ 0.60 CDN
      1,196,265
      495,628
      2.76
      495,6280.72 CDN
      470,000
      520,000
      3.67
      390,0000.90 CDN
      90,000
      50,000
      3.67
      37,500$ 0.67 CDN
      1,756,265
      1,065,628
      3.25
      923,128


The fair value of the stock options granted was estimated using
  the Black-Scholes option-pricing model and is amortized over the vesting period
  of the underlying options. The weighted average fair value of options granted
  was $0.50 per share. The assumptions used to calculate the fair value are as
  follows:

|                        |  | 2005    |  |  | 2004    | 
|----------------------- |  | ------- |  |  | ------- | 
|                        |  |         |  |  |         | 
|Dividend yield          |  | 0       |  |  | 0       | 
|Expected volatility     |  | 116%    |  |  | 136%    | 
|Risk free interest rate |  | 3.88%   |  |  | 4.18%   | 
|Expected life           |  | 5 Years |  |  | 5 Years | 

Changes in the subjective input assumptions can materially affect
  the fair value estimate and, therefore, the existing models do not necessarily
  provide a reliable measure of the fair value of the Companys stock options.

Stock Purchase Warrants

As at March 31, 2006 (8,637,593 as at March 31, 2005), the following
  share purchase warrants are outstanding:

-21-

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WARRANTS
      EXERCISABLEISSUED
      INTO NUMBER
      
      
      FAIRPURSUANT TO
      OF COMMON
      EXERCISE
      EXPIRATION
      VALUESHARES
      PRICE
      DATE
      AT ISSUANCEPrivate placement
      4,000,001
      $1.25 CDN
      September 17, 2006
      $1,190,697Agents warrants
      280,000
      $0.85 CDN
      September 17, 2006
      $133,3414,280,001
      
      
      $1,324,038


On February 17, 2006, stock purchase warrants representing 192,934
  common shares at an exercise price of $0.75 were exercised.

Effective December 19, 2005, stock purchase warrants representing
  4,081,327 shares at an exercise price of $0.75 expired without exercise, while
  83,333 stock purchase warrants at an exercise price of $0.45 were exercised.

The Black-Scholes option pricing model was used to determine
  the fair value of the warrants, with the following assumptions:

|                        |  | 2005      |  |  | 2004      | 
|----------------------- |  | --------- |  |  | --------- | 
|                        |  |           |  |  |           | 
|Dividend yield          |  | 0%        |  |  | 0%        | 
|Expected volatility     |  | 150%      |  |  | 136%      | 
|Risk free interest rate |  | 2.65%     |  |  | 4.18%     | 
|Expected life           |  | 24 months |  |  | 24 months | 

NOTE 7 - RELATED PARTY TRANSACTIONS

As at March 31, 2006 and March 31, 2005, the amounts of $10,083
  and $4,842 are payable to directors and officers of the Company. These amounts
  are unsecured and due on demand.

The Company incurred the following transactions with directors,
  officers and a company with a common director:

|                        |   | 12 Months |  |   | 12 Months | 
|----------------------- | - | --------- |  | - | --------- | 
|                        |   | March 31, |  |   | March 31, | 
|                        |   | 2006      |  |   | 2005      | 
|                        |   |           |  |   |           | 
|Administrative services | $ | 19,584    |  | $ | 18,142    | 
|Management fees         |   | 21,500    |  |   | 64,196    | 
|Consulting fees         |   | 24,960    |  |   | 49,194    | 
|Legal fees              |   | 871       |  |   | 14,913    | 
|Rent                    |   | 13,863    |  |   | 11,273    | 
|                        |   |           |  |   |           | 
|                        | $ | 80,778    |  | $ | 157,718   | 

-22-

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NOTE 8 - DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP

The Companys consolidated financial statements have been
  prepared in accordance with U.S. generally accepted accounting principles (GAAP).
  The material difference in respect to these financial statements between U.S.
  and Canadian GAAP is reflected in the recording of Property, Plant and Equipment.
  Under Canadian GAAP, development and exploration costs associated with the Raft
  River project (property lease payments, geological consulting fees, well monitoring
  and permitting, etc.) are recorded as a capital asset. Under U.S. GAAP, these
  amounts are expensed. As a result of the above, under Canadian GAAP the following
  line items in the consolidated balance sheets and income statements would have
  been presented as follows:

Consolidated Balance Sheets
      U.S. GAAP March 31, 2006
      Canadian GAAP March 31, 2006
      U.S. GAAP March 31, 2005
      Canadian GAAP March 31, 2005Plant, Property & Equipment
      $ 1,726,115
      $ 2,166,726
      $ 595,701
      $ 1,054,199Total Assets
      21,895,933
      22,336,544
      2,584,970
      3,043,468Stockholders Equity
      21,615,019
      22,055,630
      2,419,868
      2,878,366Total Liabilities & 
        Stockholders Equity
      21,895,933
      22,336,544
      2,584,970
      3,043,468


Consolidated Statements of Operations and Comprehensive Loss
      U.S. GAAP Twelve Months ended March 31, 2006
      Canadian GAAP Twelve Months ended March 31, 2006
      U.S. GAAP Twelve Months ended March 31, 2005
      Canadian GAAP Twelve Months ended March 31, 2005Exploration Expenditures
      $ 0
      $ 0
      $ 438,885
      $ 0Loss from Operations
      (1,663,069)
      (1,607,755)
      (1,751,530)
      (1,312,645)Net Loss
      (1,523,385)
      (1,468,071)
      (1,830,421)
      (1,391,536)


NOTE 9 - COMMITMENTS AND CONTINGENCIES

The Company has entered into several lease agreements with terms
  expiring up to December 1, 2034 for geothermal properties adjoining the Raft
  River Geothermal Property. The leases provide for the following annual payments
  within the next five fiscal years:

2006
      $ 28,8502007
      $ 20,1002008
      $ 20,4002009
      $ 20,8002010
      $ 23,800


The Company has signed a 10 MW power purchase agreement with
  Idaho Power Company for sale of power generated from its planned phase one power
  plant. Sale of power generated from phase two power plants are currently under
  discussion. The Company has also signed a transmission agreement with Bonneville
  Power Administration for transmission of the electricity from this plant to
  Idaho Power, and from the phase two plants to other purchasers. These agreements
  are all contingent upon successful financing and construction of the power plant
  at Raft River.

-23-

---

On December 5, 2005, the Company signed a contract with Ormat
  Nevada, Inc. (Ormat) for Ormat to construct a 13 MW geothermal power plant at
  Raft River, Idaho for a lump sum price of $20,200,000 (exclusive of taxes).
  The Company expects the output of the plant will be used to meet power delivery
  requirements of the Companys agreements with Idaho Power Company.

On April 3, 2006, the Company completed a private placement of
  25,000,000 common shares at a price of $1.00 CDN ($0.86 U.S. as of April 3,
  2006). Proceeds, net of financing fees, totaled $20,134,260. Of the net proceeds,
  $172,370 had been received in the Companys bank accounts prior to year
  end. Since the subscription forms reflected a March 30, 2006 date, and the remainder
  of the cash was on deposit with Dundee Securities, the private placement was
  recorded as Restricted Cash and as Capital Stock Issuable
  in these financial statements. Upon the issuance of the common shares on April
  3, 2006, all cash restrictions were lifted.

We lease general office space for our executive office in Boise
  at an annual cost of $30,506. The underlying lease is a year-to-year lease that
  expires on January 31, 2007.

NOTE 10- SUBSEQUENT EVENTS

On April 3, 2006, the Company completed a private placement of
  25,000,000 common shares at a price of $1.00 CDN ($0.86 U.S. as of April 3,
  2006). Proceeds, net of financing fees, totaled $20,134,260. Of the net proceeds,
  $172,370 had been received in the Companys bank accounts. Since the subscription
  forms reflected a March 30, 2006 date, and the remainder of the cash was on
  deposit with Dundee Securities, the private placement was reflected as Restricted
  Cash and as Capital Stock Issuable in these financial statements. Upon the issuance
  of the common shares on April 3, 2006, all cash restrictions were lifted.

On April 27, 2006, the Company and Ormat amended the contract
  to construct the phase one geothermal power plant in order to allow commencement
  of construction in advance of project financing. In connection with the amendment,
  the Company issued a Notice to Proceed to Ormat, which commissioned them to
  immediately proceed with final detailed engineering and place orders for long-lead
  time equipment and material components. This schedule is intended to provide
  first synchronization of the phase one power plant in September 2007 with full
  commercial operations no later than November 2007.

-24-

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

|                         | U.S. GEOTHERMAL INC.
|------------------------ | --------------------
|                         | (Registrant)        
|                         |                     
|Date:  February 20, 2007 | By:                 
|                         |                     
|                         |                     
|                         |                     
|                         |                     
|Date: February 20, 2007  | By:                 
|                         |                     
|                         |                     

25

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EXHIBIT LIST

|EXHIBIT |            
|------- | -----------
|NUMBER  | DESCRIPTION

3.1
      Certificate of Incorporation of U.S. Cobalt Inc. (now
          known as U.S. Geothermal Inc.) (1)3.2
      Certificate of Domestication of Non-U.S. Corporation
          (1)3.3
      Certificate of Amendment of Certificate of Incorporation
          (changing name of U.S. Cobalt Inc. toU.S. Geothermal Inc.) (1)3.4
      Bylaws of U.S. Cobalt Inc. (now known as U.S. Geothermal
          Inc.) (1)3.5
      Plan of Merger of U.S. Geothermal Inc., an Idaho corporation
          and EverGreen Power Inc., an Idaho corporation (1)3.6
      Amendment to Plan of Merger (1)4.1
      Form of Stock Certificate (1)4.2
      Form of Warrant Certificate (1)4.3
      Provisions Regarding Rights of Stockholders (1)10.12
      Employment Agreement for
          Daniel J. Kunz (4)10.18
      Agreement with Dundee Securities Corporation dated
          June 28, 2004 (1)10.20
      Geothermal Lease and Agreement dated December 1, 2004,
          by and between Reid S. Stewart and RuthO. Stewart and U.S. Geothermal Inc., an
          Idaho corporation (2)10.22
      Employment Agreement for
          Kerry D. Hawkley (4)10.23
      Employment Agreement for
          Douglas J. Glaspey (4)10.24
      Power Purchase Agreement dated December 29, 2004 with
          Idaho Power Company (2)10.27
      Service Agreement for Point-to-Point
          Transmission Service dated June 24, 2005 with Bonneville Power Administration
          (4)10.28
      Interconnection and Wheeling
          Agreement dated March 9, 2006 with Raft River Rural Electric Cooperative
          (4)10.29
      Drilling Bid Proposal and
          Daywork Drilling Contract dated May 25, 2006 with Union Drilling Inc.
          (4)10.30
      Geothermal Lease and Agreement
          dated May 24, 2006, by and between JR Land and Livestock Inc and U.S.
          Geothermal Inc., a Delaware corporation (4)10.31
      Construction Contract dated
          May 22, 2006 with Industrial Builders (4)21
      List of Subsidiaries (4)23
      Consent of Williams and Webster
          (4)31.1
      Certification of Chief Executive
          Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)31.2
      Certification of Chief Financial
          Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)32.1
      Certification of Chief Executive
          Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)32.2
      Certification of Chief Financial
          Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)


(1) Filed as part of Form SB-2 filed with the SEC on July 8,
  2004, and incorporated herein by this reference.

(2) Filed as part of Amendment No. 2 to Form SB-2 filed with
the SEC on January 10, 2005, and incorporated herein by this reference.

(3) Filed as part of Form 8-K filed with the SEC on May 10,
2005, and incorporated herein by this reference.

(4) Filed herewith.

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