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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Amendment
  No. 2 to FORM 10-K

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

For the fiscal year ended **March 31, 2007**

Or

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

For the transition period from ______ to ______

Commission File Number **333-117287**

U.S. 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)         

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

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

Securities registered pursuant to Section 12(g) of the Act:
**NONE**

Indicate by check mark if the registrant is well-known seasoned
  issuer, as defined in Rule 405 of the Securities Act [   ]Yes 
   [X]  No

Indicate by check mark if the registrant is not required to file
  reports pursuant to Section 13 or Section 15(d) of the Act. [   ]
  Yes [X]  No

Indicate by check mark whether the registrant (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),

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and (2) has been subject to such filing requirements for at least
  the past 90 days. [X]  Yes [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant
  to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
  and will not 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-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated
  filer, or a non-accelerated filer. See definitions of accelerated filer
  and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one)

Large accelerated filer [   ]   
Accelerated filer [   ]    Non-accelerated filer 
[X]

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Act). [   ] Yes [X]  No

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 June 5, 2007: **$109,233,008**

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 June 5,
      2007
|----------------------- | -------------------------------------------
|Common stock, par value | 53,092,612                                 
|$ 0.001 per share       |                                            

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Explanatory Note: This
  Amendment No. 2 to the Form 10-K for the period ended March 31, 2007 is being
  filed to amend and restate Part II, Item 7 and refile a consent. The amendment
  to Management's Discussion and Analysis corrects the Tabular Disclosure of Contractual
  Obligations to include the line item for operating leases and supplements the
  Liquidity and Capital Resources section.

Otherwise, this Amendment
  No. 2 does not modify or update disclosures presented in the original Form 10-K.

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**U.S. Geothermal Inc. and Subsidiaries**

Form 10-K

INDEX

For the Year Ended March 31, 2007

|        |                                                                                            
|------- | -------------------------------------------------------------------------------------------
|PART II |                                                                                            
|        |                                                                                            
|Item 7  | Managements Discussion and Analysis
      of Financial Condition and Results of Operations
|        |                                                                                            
|PART IV |                                                                                            
|        |                                                                                            
|Item 15 | Exhibits, Financial Statement Schedules                                                    

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Item 7. Managements Discussion and Analysis of Financial
  Condition and Results ofOperations

U.S. Geothermal Inc. is a Delaware corporation. The Companys
  shares of common stock trade on the TSX Venture Exchange under the symbol GTH
  and on the Bulletin Board under the symbol UGTH. On December 19,
  2003, the Company acquired all of the outstanding securities of U.S. Geothermal
  Inc., an Idaho corporation (Geo-Idaho) incorporated in February
  2002, through a transaction merging Geo-Idaho into Evergreen Power Inc., a wholly-owned
  Idaho subsidiary formed for purposes of the merger transaction. Following the
  merger, the Company changed its name from U.S. Cobalt Inc. to U.S. Geothermal
  Inc. Pursuant to the merger, Geo-Idaho became the surviving subsidiary of the
  Company, and Evergreen Power, Inc. ceased to exist. GTH is still a development
  stage company and has produced no revenues to date.

-3-

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During the three months ended March 31, 2007, GTH was focused
  on (1) supporting construction of Phase I of the Raft River, Idaho geothermal
  project (Raft River), (2) the completion of drilling of production
  and injection wells for Phase I, and (3) the evaluation of potential new geothermal
  project acquisitions.

The plants construction is under the direction of Ormat
  Nevada Inc., a subsidiary of Ormat Technologies Inc. Plant construction is proceeding
  on schedule and budget, and the following status is reported:

- Industrial Builders of Ontario, Oregon was awarded the mechanical construction
    contract by Ormat, began fabrication work in February and is assembling the
    plant components,
- The electrical construction contract was awarded to Merit Electric Incorporated
    in May,
- All major equipment has been delivered to the site and has been set on its
    foundations,
- Piping and electrical connections are underway,
- The control room and motor control center building has been erected, and
- The cooling tower is approximately 35% complete.

In addition, Raft River Rural Electric Cooperative has finished
  construction of the 3.2 -mile power transmission line that connects the power
  plant to the Bonneville Power Administration substation at Bridge, Idaho. Equipment
  upgrades to the substation including a breaker, relays, and communications systems
  are underway.

On April 26, 2006, GTH issued a Notice to Proceed to Ormat under
  the Ormat EPC agreement as amended April 25, 2006. An initial payment of $2,020,000
  allows Ormat to proceed with ordering of equipment with significant manufacturing
  lead times. Under the amendment, Ormat commits to a guaranteed final completion
  date of November 25, 2007 on the Phase I facility.

On May 8, 2006, Idaho Power confirmed that GTH would be allowed
  to bid the Raft River Unit 1 project into the recently issued Idaho Power geothermal
  Request for Proposal for Geothermal Power. If Idaho Power selects
  GTH as a successful bidder, the Company expects that under a new PPA with Idaho
  Power which could replace the current PPA, the Unit 1 power plant will be allowed
  to sell its full output capacity of up to 13 megawatt annual average, instead
  of being capped at 10 average megawatt per month as mandated under the current
  PPA. This 30% increase in plant output would be achieved with no additional
  capital investment and is expected to decrease the operating cost per kilowatt-hour.

With carbon regulation widely anticipated to increase the cost
  of power sourced from coal, and limited opportunities to purchase baseload geothermal
  power, the company has found that utilities across the Western United States
  have been eager to discuss power purchases from the Raft River geothermal resource.
  As a result of the increased interest, U.S. Geothermal elected to withdraw its
  Unit 2 and Unit 3 Idaho Power PPAs without submitting them to the IPUC for approval
  in order to pursue larger capacity PPAs with other utilities. With the concurrence
  of Idaho Power, the Unit 2 and Unit 3 10 megawatt contracts have been voided
  without further obligation on either party.

Eugene Water and Electric Board (EWEB), from Eugene,
  Oregon and U.S. Geothermal have signed a letter of intent for EWEB to purchase
  the full 13 megawatt electrical output of Unit 2. The parties have exchanged
  a draft PPA and intend to complete it by October 2007. Upon execution of the
  EWEB PPA, and if Unit 1 is successful in the Idaho Power Request for Proposal,
  then the total output from the Unit 1 and Unit 2 Raft River power plants will
  be 26 megawatts from two plants, instead of the originally planned 30 megawatts
  from three plants, resulting in substantial capital and operating cost savings
  through improved economy of scale.

-4-

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In addition, the strong regional interest in geothermal power
  has resulted in several utilities from California to Washington entering into
  discussions with U.S. Geothermal to purchase the electrical power output of
  Unit 3. Subject to drilling confirmation of sufficient geothermal resource,
  the power plant output from three units at Raft River would be 39 megawatts,
  instead of the maximum 30 megawatts under the previous Idaho Power PPA provisions.

On May 16, 2006, a $225,000 contract was signed with Raft River
  Rural Electrical Co-op to build the production well power distribution lines
  for delivery of electricity from the power plant to the well heads. At fiscal
  year end, the distribution lines were approximately 90% complete.

On May 22, 2006, a $2.6 million contract was signed with Industrial
  Builders of Ontario, Oregon to construct the geothermal pipeline gathering and
  distribution system which will connect the production and injection wells with
  the power plant. At fiscal year end, this component was approximately 90% complete.

On May 24, 2006, GTH signed a geothermal lease agreement with
  JR Land and Livestock Inc. for the lease of approximately 5,409 acres of surface,
  mineral and geothermal rights in Malheur County, Oregon. The lease term is for
  ten years with lease payments of $15,000 at signing, $20,000 in first year,
  $25,000 in second year, and $30,000 for each subsequent year. A geothermal program
  was completed in early 2007, and plans are in progress for a drilling program.

On August 3, 2006, the Company announced the signing of $4.6
  million renewable energy credit (REC) purchase and sale agreement encompassing
  the first 10 years of Phase I of the Raft River project with Holy Cross Energy.

As of July 2006, the Company completed the acquisitions of two
  new properties with ground water rights that will provide cooling water to the
  Phase One and Phase Two power plants and surface access for pipelines and project
  facilities. The two land parcels total 1,083 acres and have irrigation water
  rights for 1,904 acre-feet of water. A third purchase of water rights only was
  also completed for an additional 544 acre-feet of ground water.

On August 10, 2006, the $34 million project finance was announced
  for Phase I of the Raft River development. The project finance structure is
  channeled through a qualified special purpose entity, Raft River Energy I, LLC
  (RREI). Raft River Holdings is an affiliate of The Goldman Sachs Group, and
  is the Companys investment partner in RREI. The Company has made a $5
  million dollar cash contribution and is transferring to RREI the existing seven
  production and injection wells, and certain geothermal rights and leases covering
  the 1,800 acres from the 5,238 total acres of geothermal rights currently held.
  Raft River Holdings will make capital contributions totaling $34 million in
  accordance with the construction payments schedule. The partnership does not
  restrict further development of the Companys geothermal rights and allows
  for the development of the planned Phase Two power plants.

Announced on September 5, 2006, property for a second geothermal
  project at Neal Hot Springs in eastern Oregon near the Idaho Border was acquired
  by the Company. The new property consists of 8.5 square miles of geothermal
  energy and surface rights and was leased from a

-5-

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private, third party. The property has an identified geothermal
  resource and was recently made part of U.S. Geothermals submittal to Idaho
  Power Companys Request For Proposals for electricity produced from geothermal
  sources.

On February 6, 2007, a lease was entered into with Cyprus Gold
  Exploration Corporation (Cyprus), a subsidiary of Phelps Dodge Corporation
  (NYSE: PD), for and undivided interest in geothermal rights associated with
  4,760 acres (7.4 square miles) at Neal Hot Springs. This lease adds 758 acres
  (1.2 square miles) of new area to the lease announced on September 5, 2006,
  and overlaps both surface and undivided geothermal rights that were previously
  acquired at the site.

With the Cyprus lease, U.S. Geothermal has increased its total
  Neal Hot Springs project holdings to 6,167 acres (9.6 square miles) and increased
  ownership of the overlapping area to a majority of the geothermal rights in
  that area. The Cyprus lease has a primary term of 10 years that extends thereafter
  for as long as commercial production is maintained and includes annual rental
  and production royalty payment provisions. U.S. Geothermal has ongoing negotiations
  with additional geothermal rights holders in the area.

U.S. Geothermal has awarded a $1.3 million dollar contract to
  ITT Industries/Goulds Pumps to provide line-shaft geothermal production pumps
  for the project. The first production pump has been delivered.

The well improvement drill program, which began in August 2006,
  has been completed. Four existing wells were enhanced either by deepening or
  adding directional legs to improve their production or injection characteristics.
  Two new wells were drilled to expand the geothermal resource for the planned
  second 13 megawatt net output power plant at Raft River. Resource utilization
  studies have determined that production well RRG-3 will be converted to an injection
  well and that injection well RRG-7 will be converted to a production well.

On December 28, 2006, the Company entered into an agreement with
  Disco Associates, Inc. for well-head construction for the initial base amount
  of $478,475. At fiscal year end, this project was approximately 13% complete.

On March 21, 2007, the Company was named successful bidder in
  Idaho Power Companys request for geothermal electricity. Negotiations
  began on the terms of a purchase power agreement for an annual average of 45.5
  megawatts from the Raft River and Neal Hot Springs projects.

The Company entered into an agreement with a syndicate of Canadian
  investment dealers to underwrite a private placement of 6,818,182 shares of
  common shares at a cost of $2.20 CDN per share to raise gross proceeds of approximately
  $15 million in Canadian dollars ($13.5 million US Dollars). The Underwriters
  had the option to purchase up to an additional 2,272,727 common shares at the
  issue price under the offering that could gross up to approximately $20 million
  in Canadian dollars ($18.0 million US Dollars). The proceeds will be used to
  fund current and future plant development. The offering closed June 5, 2007
  and is subject to certain conditions including, but not limited to, the approval
  of the TSX Venture Exchange.

-6-

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Liquidity and Capital Resources

We believe
  our cash and liquid investments at March 31, 2007, added to our recent private
  placement completed June 5, 2007, is adequate to fund our general operating
  and development activities through March 31, 2009 including development activities
  at Neal Hot Springs. The Company obtained project capital to construct Raft
  River power plant through a partnership arrangement. Through the arrangement,
  equity funds of approximately $34 million were made available for the construction
  of the project. Total capital expenditures for the phase one project are currently
  estimated to be between $39 and $41 million. The majority of the funds needed
  for the project will be provided by existing funds and through the partnership
  arrangement. If additional funds are needed for Raft River or Neal Hot Springs,
  we anticipate that the equity may be raised through the issuance of shares,
  exercise of existing outstanding warrants, and/or through the sale of ownership
  interest in tax credits and benefits

Potential Acquisitions

The Company intends to continue its growth through the acquisition
  of ownership or leasehold interests in properties and/or property rights that
  it believes will add to the value of the Companys geothermal resources,
  and through possible mergers with or acquisitions of operating power plants
  and geothermal or other renewable energy properties.

Critical Accounting Policies

The discussion and analysis of our financial condition and results
  of operations are based upon the consolidated financial statements, which have
  been prepared in accordance with accounting principles generally accepted in
  the United States of America. The preparation of these financial statements
  requires us to make estimates and assumptions that affect the reported amounts
  of assets, liabilities, revenues and expenses, and related disclosure of contingent
  assets and liabilities. Certain accounting policies involve judgments and uncertainties
  to such an extent that there is reasonable likelihood that materially different
  amounts could have been reported under different conditions, or if different
  assumptions had been made. We evaluate our estimates and assumptions on a regular
  basis. We base our estimates on historical experience and various other assumptions
  that are believed to be reasonable under the circumstances, the results of which
  form the basis for the financial statements.

Cash and Cash Equivalents 
  The Company considers cash deposits and highly liquid investments to be cash
  and cash equivalents for financial reporting presentation on the consolidated
  balance sheet and statement of cash flows. The Company subscribes to the accounting
  standards that define cash equivalents as highly liquid, short-term instruments
  that are readily convertible to known amounts of cash, which are generally defined
  investments that have original maturity dates of less than three months. With
  the large value of funds invested in short term deposits, small variations in
  short term interest rates may materially affect the value of cash equivalents.
  Investments in government obligations accumulate higher interest, but the principal
  balance is not insured by the FDIC.

The Company does not consider such items to be cash equivalents
  if there is a significant restriction placed upon the use of those assets. At
  fiscal year end, the Company held deposits

-7-

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that were restricted according to a contractual arrangement with
  a major vendor. Accordingly, these deposits were classified as restricted cash,
  rather than cash equivalents.

Going Concern 
  Based on our projected spending over the next 12 months, our current operating
  funds and approximately $18 million that was raised from the private placement
  completed June 5, 2007, our auditors have determined that the going concern
  qualification from our financial statements is not needed. Management believes
  that sufficient funding will be available to meet our business objectives, including
  anticipated cash needs for working capital, and financing for construction of
  the Phase 1 power plant. As shown in the accompanying consolidated financial
  statements, we have incurred an accumulated deficit of $7,142,623 for the period
  from February 26, 2002 (inception) to March 31, 2007, and have no revenue from
  operations. In the ordinary course of constructing a power plant facility of
  this size and complexity, cost overruns and contract delays can significantly
  affect the economics of the project. Failure to achieve commercial operations
  of the power plant prior to December 31, 2007 would jeopardize the production
  tax credit, and could materially affect the ability of U.S. Geothermal to operate
  as a going concern.

Property, Plant and Equipment 
  During the development stage of operations, the Company has purchased and otherwise
  acquired geothermal properties for the production of power. The geothermal properties
  include: drilled wells, power plant components, power plant support components,
  land, land rights, surface water rights, and mineral rights. Since the costs
  of land and the rights surrounding the access geothermal and surface water reservoirs
  are relatively small, these items have been included, but have not been reported
  separately in our financial statements. The Companys first power plant
  is scheduled to be operational in October 2007; however, it was still under
  construction at fiscal year end. The costs of this power plant are being accumulated
  in construction in process accounts until the plant becomes operational. Once
  the plant is operational, these costs will be charged to operations in a systematic
  manner based upon the total estimated gallons of water the plant is expected
  to produce over its useful life. The factors and assumptions that comprise this
  allocation process will be based upon the best information available to us,
  and will be evaluated, at least, annually for viability. If it is determined
  that our cost allocations have produced results that vary significantly from
  the conditions surrounding the value of the Companys geothermal properties,
  a gain or loss adjustment will be made in the period in which this determination
  is made. The cost allocation or amortization process is not intended to present
  the fair market value of our geothermal properties; rather to allocate the actual
  historical costs of those properties over their service lives.

The costs of machinery, vehicles and other equipment, currently
  in operation, are being depreciated in a systematic manner. For these assets,
  depreciation is calculated based upon the straight-line method at a rate of
  30%, which allocates the costs evenly over the assets estimated service
  life. Depreciation costs calculated for assets that are not directly involved
  in the production of geothermal properties are charged to operations.

Income Taxes 
  According to generally accepted accounting practices, entities must recognize
  assets and/or liabilities that originate with the differences in revenues and
  expenses presented for financial

-8-

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reporting purposes and those revenues and expenses that are utilized
  to comply with federal and state income tax law. Often deductions can be accelerated
  for income tax purposes, thus creating temporary or timing differences. Other
  items (generally non-allowable expenses) do not reverse over time, and are considered
  to be permanent differences. These types of costs are, typically, not factored
  into the deferred income tax asset or liability calculation. The Companys
  primary element that impacts the liability or asset calculation relates to the
  operating losses generated in its early stages of operation that will be allowed
  to offset future earnings. Stock-based compensation is another significant area
  that impacts that recognition of deferred income taxes. Compensation that has
  been provided to employees and contractors based upon the value of the issuance
  of stock options is reported as an operating cost. However, this compensation
  is not an allowable deduction for income tax purposes. At the end of the fiscal
  year, the Companys significant tax differences would ultimately result
  in the recognition of an asset; however, due to the uncertainly surrounding
  future earnings, an allowance has been calculated that effectively removes the
  asset. The Company continues to track the financial elements that comprise the
  deferred income tax calculation and will remove or reduce the asset allowance
  if the Company is determined to be in position where it is likely to produce
  earnings.

Stock-Based Compensation 
  At the beginning of the fiscal year, the Company adopted a standard that states
  that if certain conditions are present surrounding the issuance of equity instruments
  as employee compensation, then circumstances may warrant the recognition of
  a liability for financial reporting purposes. One such condition was present
  when the Company originally issued stock options in a foreign currency (Canadian
  dollars) to employees both before and after the beginning of the fiscal year.
  Authors of the standard have reasoned that when a condition is present that
  creates a financial risk to the recipient in addition to normal market risks
  (i.e., foreign currency translation risk), then the instrument takes on the
  characteristics of a liability, rather than an equity item. As the underlying
  stock options are exercised or are forfeited, then the stock based compensation
  liability will be reduced. The Companys financial statements reflect these
  changes in the consolidated balance sheet. As the value of the options change
  over the vesting periods, these changes will ultimately be reflected in the
  amount of expense charged to operations.

The Company awards stock options for compensation to non-employees
  for services performed and/or services performed above and beyond expectations.
  After the services have been completed, the awards are made at the discretion
  of the Board of Directors. The fair value of the options are determined on the
  date the options are awarded according to several factors that include the exercise
  price of the option, the current price of the underlying share, the expected
  life of the options and the expected volatility of the stock. Generally speaking,
  a longer life and higher expected volatility yields a higher value of the option.
  In accordance with appropriate accounting guidance, the Company records the
  value of these options as operating expense during the period in which they
  are awarded. Stock options awarded to Company employees are also valued on the
  date they are awarded. However, the value of these options are expensed or capitalized
  over the vesting period. The current vesting period for all options is eighteen
  months. The nature of the services provided determines whether the value will
  be expensed or added to the value of a Company asset. To date, no services have
  been provided directly related to the construction of property and equipment,
  thus, all services have been charged to operations.

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Operating Results

March 31, 2007 compared to March 31, 2006

For the year ended March 31, 2007, we incurred a loss of $1,943,000
  or $0.04 per share. This compares to a loss for the year ended March 31, 2006
  of $1,491,000 or $0.09 per share.

The main reason for this increased loss is that non-cash stock-based
  compensation granted to directors, officers and employees increased by $948,000
  from $181,000 for the year ended March 31, 2006 to $1,129,000 for the year ended
  March 31, 2007. Stock options granted during the year were 2,168,000 options
  in 2007 as compared to 50,000 options in 2006. The stock options are a part
  of our annual executive compensation plan, and are issued to obtain, retain
  and motivate our directors, executives and employees. During 2007, the Company
  attained several significant milestones (EPC Agreement with Ormat, Transmission
  Agreement with Bonneville Power Administration, REC Sales Agreement with Holy
  Cross Energy, initiation of Unit 1 construction, etc.) which necessitated recognition
  of the significant work effort of our directors, executives and employees for
  current and prior years.

In addition, professional fees totaled $663,000 in 2007 as compared
  to $386,000 in 2006. Legal and accounting fees increased $277,000 in 2007 due
  to legal fees associated with due diligence costs for a private placement ($111,500),
  an SB-2 registration statement ($18,667) and the negotiation of the Raft River
  Energy operating agreement ($78,265), and an increase in accounting fees associated
  with amendments to prior year federal tax returns ($29,800). Losses incurred
  at Raft River Energy of $102,000 were recorded in 2007.

Increases in interest income of $670,000 from $23,000 in fiscal
  2006 to $694,000 in fiscal 2007 and increases in foreign currency gain of $262,000
  from $149,000 in fiscal 2006 to $411,000 in fiscal 2007 helped to offset partially
  the increased costs. The interest income resulted from money market fund interest
  on the balance of our company’s cash balances. The foreign currency gain
  resulted from timing on transferring funds from the April 2006 private placement
  from our Canadian accounts into the United States.

March 31, 2006 compared to March 31, 2005

For the year ended March 31, 2006, we incurred a loss of $1,491,000
  or $0.09 per share. The compares to a loss for the year ended March 31, 2005
  of $1,830,000 or $0.12 per share. The main reason for this decreased loss is
  that exploration expenditures decreased by $439,000 in a year to year comparison.
  U.S. Geothermal development costs were capitalized in 2006 as a geothermal reservoir
  had been identified, and determined to be economic.

In addition, consulting fees decreased by $461,000 in 2006, which
  was offset partially by an increase in salaries and wages of $355,000. Individuals
  previously paid as consultants were hired as employees effective April 1, 2006.

Travel and promotion expenses increased $ 271,000 as the Company
  increased marketing and promotional efforts to attract and retain investors.
  Foreign currency gain increased by $245,000 as funds were transferred from our
  Canadian accounts into the U.S.

Contractual Obligations

The following table denotes contractual obligation by payments
  due for each period.

Total
      < 1 year
      1-3 years
      3-5 years
      > 5 yearsOperating
        Leases
      $665,550
      $40,100
      $96,200
      $103,900
      $425,350Stock Compensation Payable
      $2,533,858
      $ 0
      $1,465,201
      $ 1,068,657
      $ 0RRE Construction obligations (1)
      $7,521,200
      $7,521,200
      $ 0
      $ 0
      $ 0


(1) Raft River Energy I LLC is the joint venture partnership
  constructing the power plant at Raft River, Idaho. This subsidiary is not consolidated
  into the financial statements. However, the obligations of Raft River Energy
  are reflected in this table in order to provide greater information on the Raft
  River Project.

For further
  information regarding operating lease terms and conditions, please note Item
  2, Description of Property, Lease/Royalty Terms.

The obligations reflected for Stock Compensation Payable are
  reflected as due on the option expiration date. The obligation will be relieved
  upon exercise of the options, which may be at any time between vesting and expiration.

-10-

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Off Balance Sheet Arrangements

As of March 31, 2007, the Company does not have any off balance
  sheet arrangements.

-11-

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PART IV

Item 15. Exhibits, Financial Statement Schedules

EXHIBIT LIST

|EXHIBIT |                                                                                                                                                                                                                                                                                                                          
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NUMBER  | DESCRIPTION                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                          
|3.1     | Certificate
        of Incorporation of U.S. Cobalt Inc. (now known as U.S. Geothermal Inc.)
        (Incorporated by reference to exhibit 3.1 to the registrants Form
        SB-2 registration statement as filed on July 8, 2004)                                                                                    
|        |                                                                                                                                                                                                                                                                                                                          
|3.2     | Certificate
        of Domestication of Non-U.S. Corporation (Incorporated by reference to
        exhibit 3.2 to the registrants Form SB-2 registration statement
        as filed on July 8, 2004)                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                          
|3.3     | Certificate
        of Amendment of Certificate of Incorporation (changing name of U.S. Cobalt
        Inc. to U.S. Geothermal Inc.) (Incorporated by reference to exhibit 3.3
        to the registrants Form SB-2 registration statement as filed on
        July 8, 2004)                                            
|        |                                                                                                                                                                                                                                                                                                                          
|3.4     | Bylaws of U.S.
        Cobalt Inc. (now known as U.S. Geothermal Inc.) (Incorporated by reference
        to exhibit 3.4 to the registrants Form SB-2 registration statement
        as filed on July 8, 2004)                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                          
|3.5     | Plan of Merger
        of U.S. Geothermal, Inc. and EverGreen Power Inc. (Incorporated by reference
        to exhibit 3.5 to the registrants Form SB-2 registration statement
        as filed on July 8, 2004)                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                          
|3.6     | Amendment to
        Plan of Merger (Incorporated by reference to exhibit 3.6 to the registrants
        Form SB-2 registration statement as filed on July 8, 2004)                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                          
|4.1     | Form of Stock
        Certificate (Incorporated by reference to exhibit 4.1 to the registrants
        Form SB-2 registration statement as filed on July 8, 2004)                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                          
|4.2     | Form of Warrant
        Certificate (Incorporated by reference to exhibit 4.2 to the registrants
        Form SB-2 registration statement as filed on July 8, 2004)                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                          
|4.3     | Provisions Regarding
        Rights of Stockholders (Incorporated by reference to exhibit 4.3 to the
        registrants Form SB-2 registration statement as filed on July 8,
        2004)                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                          
|10.1    | Agreement between
        U.S. Geothermal Inc. and Vulcan Power Company dated December 3, 2002 regarding
        the acquisition of the Vulcan interest (Incorporated by reference to exhibit
        10.1 to the registrants Form SB-2 registration statement as filed
        on July 8, 2004)                        
|        |                                                                                                                                                                                                                                                                                                                          
|10.2    | Amendment No.
        1 dated November 15, 2003 to Agreement between U.S. Geothermal Inc. and
        Vulcan Power Company (Incorporated by reference to exhibit 10.2 to the
        registrants Form SB-2 registration statement as filed on July 8,
        2004)                                                     
|        |                                                                                                                                                                                                                                                                                                                          
|10.3    | Amendment No.
        2 to Agreement by and between U.S. Geothermal Inc. and Vulcan Power
        Company dated December 30, 2003 (Incorporated by reference to exhibit
        10.3 to the registrants Form SB-2 registration statement as filed
        on July 8, 2004)                                            
|        |                                                                                                                                                                                                                                                                                                                          
|10.4    | Geothermal Lease
        and Agreement dated July 11, 2002, between Sergene Jensen, Personal Representative
        of the Estate of Harlan B. Jensen, and U.S. Geothermal Inc. (Incorporated
        by reference to exhibit 10.5 to the registrants Form SB-2 registration
        statement as filed on July 8, 2004)

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---

|10.5  | Geothermal Lease
        and Agreement dated June 14, 2002, between Jensen Investments Inc. and
        U.S. Geothermal Inc. (Incorporated by reference to exhibit 10.6 to the
        registrants Form SB-2 registration statement as filed on July 8,
        2004)                                                                                                                                                        
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.6  | Geothermal Lease
        and Agreement dated March 1, 2004, between Jay Newbold and U.S. Geothermal
        Inc. (Incorporated by reference to exhibit 10.7 to the registrants
        Form SB-2 registration statement as filed on July 8, 2004)                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.7  | Geothermal Lease
        and Agreement dated June 28, 2003, between Janice Crank and the children
        of Paul Crank and U.S. Geothermal Inc. (Incorporated by reference to exhibit
        10.8 to the registrants Form SB-2 registration statement as filed
        on July 8, 2004)                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.8  | Geothermal Lease
        and Agreement dated December 1, 2004, between Reid S. Stewart and Ruth
        O. Stewart and US Geothermal Inc. (Incorporated by reference to exhibit
        10.9 to the registrants Amendment No. 2 to Form SB-2 registration
        statement as filed on January 10, 2005)                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.9  | Geothermal Lease
        and Agreement, dated July 5, 2005, between Bighorn Mortgage Corporation
        and US Geothermal Inc. (Incorporated by reference to exhibit 10.11 to
        the registrants Form 10-QSB quarterly report as filed on February
        17, 2006)                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.10 | Geothermal Lease
        and Agreement, dated June 23, 2005, among Dale and Ronda Doman, and US
        Geothermal Inc. (Incorporated by reference to exhibit 10.13 to the registrants
        Form 10-QSB quarterly report as filed on February 17, 2006)                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.11 | Geothermal Lease
        and Agreement, dated June 23, 2005, among Michael and Cleo Griffin, Harlow
        and Pauline Griffin, Douglas and Margaret Griffin, Terry and Sue Griffin,
        Vincent and Phyllis Jorgensen, and Alice Mae Griffin Shorts, and US Geothermal
        Inc. (Incorporated by reference to exhibit 10.14 to the registrants
        Form 10- QSB quarterly report as filed on February 17, 2006)
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.12 | Geothermal Lease
        and Agreement dated January 25, 2006, between Philip Glover and US Geothermal
        Inc. (Incorporated by reference to exhibit 10.9 to the registrants
        Form 10-QSB quarterly report as filed on February 17, 2006)                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.13 | Geothermal Lease
        and Agreement, dated May 24, 2006, between JR Land and Livestock Inc.
        and US Geothermal Inc. (Incorporated by reference to exhibit 10.30 to
        the registrants Form 10-KSB annual report as filed on June 29, 2006)                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.14 | Administrative
        Services Contract, dated January 1, 2004, between U.S. Geothermal Inc.
        and New Dawn Holdings Ltd. (Incorporated by reference to exhibit 10.10
        to the registrants Form SB-2 registration statement as filed on
        July 8, 2004)                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.15 | Employment Agreement
        dated April 1, 2006, with Daniel J. Kunz (Incorporated by reference to
        exhibit 10.12 to the registrants Form 10-KSB annual report as filed
        on June 29, 2006)                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.16 | Employment Agreement
        dated April 1, 2006, with Kerry D. Hawkley (Incorporated by reference
        to exhibit 10.22 to the registrants Form 10-KSB annual report as
        filed on June 29, 2006)                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.17 | Employment Agreement
        dated April 1, 2006, with Douglas J. Glaspey (Incorporated by reference
        to exhibit 10.23 to the registrants Form 10-KSB annual report as
        filed on June 29, 2006)                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.18 | Escrow Agreement
        made December 19, 2003, among U.S. Geothermal Inc., Pacific Corporate
        Trust Company, as escrow agent, and certain security holders (Incorporated
        by reference to exhibit 10.15 to the registrants Form SB-2 registration
        statement as filed on July 8, 2004)                                                                                                                

-13-

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|10.19 | Escrow Agreement
        made December 19, 2003, among U. S. Geothermal Inc., Pacific Corporate
        Trust Company, as escrow agent, and certain security holders (Incorporated
        by reference to exhibit 10.16 to the registrants Form SB-2 registration
        statement as filed on July 8, 2004)                                         
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.21 | First Amended
        and Restated Merger Agreement dated November 30, 2003 among U.S. Cobalt
        Inc., EverGreen Power Inc., U.S. Geothermal Inc., and the stockholders
        of U.S. Geothermal Inc. (Incorporated by reference to exhibit 10.17 to
        the registrants Form SB- 2 registration statement as filed on July
        8, 2004)
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.22 | Agreement with
        Dundee Securities Corporation dated June 28, 2004 (Incorporated by reference
        to exhibit 10.18 to the registrants Form SB-2 registration statement
        as filed on July 8, 2004)                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.23 | Amended and Restated
        Stock Option Plan of U.S. Geothermal Inc. dated September 29, 2006.(Incorporated by reference to exhibit 10.23 to the registrants
        Form SB-2 registration statement as filed on October 2, 2006.)                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.24 | Power Purchase
        Agreement dated December 29, 2004 between U.S. Geothermal Inc. and Idaho
        Power Company (Incorporated by reference to exhibit 10.19 to the registrants
        Amendment No. 2 to Form SB-2 registration statement as filed on January
        10, 2005)                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.25 | Engineering,
        Procurement and Construction Agreement dated December 5, 2005 between
        U.S. Geothermal Inc. and Ormat Nevada Inc. (Incorporated by reference
        to exhibit 10.28 to the registrants Form 10-QSB quarterly report
        as filed on February 17, 2006) *                                                             
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.26 | Amendment to
        the Engineering, Procurement and Construction Agreement dated April 26,
        2006 between U.S. Geothermal Inc. and Ormat Nevada Inc. (Incorporated
        by reference to exhibit 99.1 to the registrants Form 8-K as filed
        on May 2, 2006)                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.27 | Letter of Intent
        from Eugene Water and Electric Board to U.S. Geothermal Inc. dated February
        22, 2006 (Incorporated by reference to exhibit 10.27 to the registrants
        Form SB-2 as filed on September 29, 2006).                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.28 | Renewable Energy
        Credits Purchase and Sales Agreement dated July 29, 2006 between Holy
        Cross Energy and U.S. Geothermal Inc. (Incorporated by reference to exhibit
        10.28 to the registrants Form SB-2 as filed on September 29, 2006).                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.29 | Transmission
        Agreement dated June 24, 2005 between Department of Energys Bonneville
        Power Administration - Transmission Business Line and U.S. Geothermal
        Inc. (Incorporated by reference to exhibit 10.27 to the registrants
        Form 10-QSB quarterly report as filed on August 12, 2005)                               
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.30 | Interconnection
        and Wheeling Agreement dated March 9, 2006 between Raft River Rural Electric
        Co-op and U.S. Geothermal Inc. (Incorporated by reference to exhibit 10.28
        to the registrants Form 10-KSB annual report as filed on June 29,
        2006)                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.31 | Construction
        Contract dated May 16, 2006 between Raft River Rural Electric Co-op and
        U.S. Geothermal Inc. (Incorporated by reference to exhibit 10.31 to the
        registrants Form SB-2 as filed on September 29, 2006).                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                         
|10.32 | Membership Admission
        Agreement, dated August 9, 2006, among Raft River Energy I LLC, U.S. Geothermal
        Inc., and Raft River I Holdings, LLC (Incorporated by reference to exhibit
        10.1 to the registrants Form 8-K as filed on August 23, 2006) *                                                                                

-14-

---

|10.33 | Amended and Restated
        Operating Agreement of Raft River Energy I LLC, dated as of August 9,
        2006, among Raft River Energy I LLC, Raft River I Holdings, LLC and U.S.
        Geothermal Inc (Incorporated by reference to exhibit 10.2 to the registrants
        Form 8-K as filed on August 23, 2006).*                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.34 | Management Services
        Agreement, dated as of August 9, 2006, between Raft River Energy I LLC
        and U.S. Geothermal Services, LLC (Incorporated by reference to exhibit
        10.3 to the registrants Form 8-K as filed on August 23, 2006) *                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.35 | Construction
        contract dated May 22, 2006 between Industrial Builders and U.S. Geothermal
        Inc. (Incorporated by reference to exhibit 10.31 to the registrants
        Form 10- KSB annual report as filed on June 29, 2006)                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                   
|10.36 | First Amendment
        to the Amended and Restated Operating Agreement of Raft River Energy I
        LLC, dated as of November 7, 2006, among Raft River Energy I LLC, Raft
        River I Holdings, LLC and U.S. Geothermal Inc. (Incorporated by reference
        to exhibit 10.36 to the registrants Form 10-QSB as filed on February
        20, 2007). *
|      |                                                                                                                                                                                                                                                                                                                                                                   
|23.1  | Consent
        of Williams & Webster, P.S.                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                   
|23.2  | Consent of Morgan & Company **                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                   
|31.1  | Certification
        of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                   
|31.2  | Certification
        of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                   
|32.1  | Certification
        of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                   
|32.2  | Certification
        of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002                                                                                                                                                                                                                                                

* - Agreements are the subject of a confidential treatment request
  filed with the Commission on August 23, 2006.
  ** - Previously Filed

-15-

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**SIGNATURES**

Pursuant to the requirements 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)                                                                                   
|                         |                                                                                                
|                         |                                                                                                
|November
        5, 2007 | /s/ Daniel
      J. Kunz                                                                       
|Date                     | Daniel J. Kunz
      Chief Executive Officer and President 
      (Principal Executive Officer)

---