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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/AAmendment No.
1

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

For the fiscal year ended March 31, 2012

or

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

For the transition period from ______to ______

Commission File Number 001-34023

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.)
|                                         |                    
|1505 Tyrell Lane                         |                    
|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 Act:

|Title of Each Class            | Name of Each Exchange on Which Registered
|------------------------------ | -----------------------------------------
|Common Stock, $0.001 par value | NYSE MKT LLC                             

Securities registered pursuant to Section 12(g) of the Act:
None.

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

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files). 
[ 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. [
]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ]                   | Accelerated filer [ ]          
|--------------------------------------------- | -------------------------------
|                                              |                                
|Non-accelerated filer [ ]                     | Smaller reporting company [ x ]
|(Do not check if a smaller reporting company) |                                

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, as of
  September 30, 2011, was $38,177,305.

The number of shares outstanding of the registrants common
stock, as of July 12, 2012, was 88,955,948.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (Amendment No. 1) to the
Annual Report on Form 10-K (the Original Form 10-K) of U.S. Geothermal Inc.
(the Company, we or us or words of similar import) for the fiscal year
ended March 31, 2012 originally filed with the Securities and Exchange
Commission (the SEC) on July 13, 2012, is being filed to include all
information required to be disclosed by Part III (Items 10, 11, 12, 13 and 14)
of Form 10-K.

Pursuant to General Instruction G(3) to Form 10-K, the Company
incorporated by reference the information required by Part III of Form 10-K from
the Companys definitive proxy statement for the 2012 Annual Meeting of
Shareholders (the 2012 Proxy Statement) that it expected to file with the SEC
not later than 120 days after the end of the fiscal year covered by the Original
Form 10-K. Because the 2012 Proxy Statement will not be filed with the SEC
before such date, the Company is filing this Amendment No. 1 to provide the
information required by Part III of Form 10-K. The Company anticipates that it
will file the 2012 Proxy Statement on August 27, 2012.

The Company has also included in this Amendment No. 1 new
certifications of its Chief Executive Officer and Chief Financial Officer
pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and an
employment agreement of one of the Named Executive Officers (as defined
below).

Except as set forth above, this Amendment No. 1 does not modify
or update the disclosures in the Original Form 10-K. The disclosures in this
Amendment No. 1 do not reflect events occurring after the date of the Original
Form 10-K.

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PART III

Item 10. Directors, Executive Officers and Corporate
Governance

Directors and Executive Officers

The Board of Directors (the Board) of the Company is
currently composed of six directors: Dennis J. Gilles, Douglas J. Glaspey,
Daniel J. Kunz, Paul A. Larkin, Leland L. Mink and John H. Walker. The majority
of the Board, made up of Mr. Gilles, Mr. Larkin, Dr. Mink and Mr. Walker,
satisfy the applicable independence requirements of the NYSE MKT LLC (NYSE
MKT), and National Instrument 58-101, Disclosure of Corporate Governance
Practices and Multilateral Instrument 52-110, Audit Committees. Mr. Kunz and Mr.
Glaspey do not satisfy such independence requirements based on their employment
as executive officers of the Company. The Board has one class of members that is
elected at each annual shareholders meeting to hold office until the next annual
shareholders meeting or until their successors have been duly elected and
qualified.

Dennis J. Gilles.Age 54, serves as a director of
the Company, a position he has held since September 2011. Mr. Gilles is a senior
executive with 30 years experience in the management, operations, maintenance,
engineering, construction and administration of power and petrochemical plants
and their related facilities. Mr. Gilles primary activities have included the
identification, evaluation and acquisition of existing renewable projects or
portfolios, as well as heading development of new green-field opportunities. As
Senior Vice President of Calpine Corporation, Mr. Gilles managed the companys
geothermal portfolio of 750 megawatts at the Geysers geothermal field where he
was instrumental in consolidating the majority of the ownership interests into a
single entity. Mr. Gilles was part of the expansion and growth of Calpine
Corporation from the very first megawatt to what is now the largest independent
power producer in the United States. Mr. Gilles holds a Masters of Business
Administration and a Bachelor of Science in Mechanical Engineering.

Douglas J. Glaspey:Age 60, is the
co-founder, President and Chief Operating Officer and a director of the Company.
He has served as a director of the Company since March 2000, President of the
Company since September 2011, and Chief Operating Officer of the Company since
December 2003. Mr. Glaspey served from March 2000 until December 2004 as the
President and Chief Executive Officer for the TSX Venture Exchange (TSX-V)
listed U.S. Cobalt Inc. until the acquisition of Geo-Idaho in December 2003. He
also served as a director and the Chief Executive Officer of Geo-Idaho from
February 2002 until the acquisition of Geo-Idaho in December 2003. During his
career in the mining industry, he has held operating positions with ASARCO,
Earth Resources Company, Asamera Minerals, Atlanta Gold Corporation and Twin
Gold Corporation. Mr. Glaspey has 34 years of operating and management
experience. He holds a Bachelor of Science in Mineral Processing Engineering and
an Associate of Science in Engineering Science. His experience includes public
company financing and administration, production management, planning and
directing resource exploration programs, preparing feasibility studies and
environmental permitting. He has formed and served as an executive officer of several private resource
development companies in the United States, including Drumlummon Gold Mines
Corporation and Black Diamond Corporation. He is currently a director of TSX-V
listed Thunder Mountain Gold, Inc., which is also quoted on the OTC Bulletin
Board. Mr. Glaspeys qualifications to serve as a director of the Company
include his over 30 years of experience in the natural resource industry and his
many years of senior management and director experience.

-4-

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Daniel J. Kunz:Age 60, is the co-founder,
Chief Executive Officer and a director of the Company. He has served as a
director of the Company since March 2000, Chief Executive Officer since December
2003, and was Chairman of the Board of Directors from March 2000 until December
2003. He has also served as President of the Company from December 2003 to
September 2011, and President of Geo-Idaho from February 2002 until September
2011. Mr. Kunz has more than 30 years of experience in international mining,
engineering and construction, including, marketing, business development,
management, accounting, finance and operations. Mr. Kunz served as Chairman of
the Board of U.S. Cobalt Inc. until December 2004. He was senior vice president
and Chief Operating Officer of Ivanhoe Mines Ltd. from 1997 until October 31,
2000, and served as its President, Chief Executive Officer and Director from
November 1, 2000 until March 1, 2003. From March 2, 2003 until March 8, 2004,
Mr. Kunz served as President and CEO of Ivanhoes subsidiary Jinshan Gold Mines
Inc. Mr. Kunz was a founder of and directed the 1993 initial public offering of
the NASDAQ listed MK Gold Company (President, Director & CEO) and for 17
years held executive positions with NYSE listed Morrison Knudsen Corporation
(including Vice President & Controller). Mr. Kunz holds a Masters of
Business Administration, a Bachelor of Science in Engineering and an associate
accounting degree. He is currently a director of several companies publicly
traded on the TSX-V, including Chesapeake Gold Corp. Mr. Kunzs qualifications
to serve as a director of the Company includes his over 30 years of experience
in international mining, engineering and construction and his many years of
senior management and NYSE, NASDAQ and TSX director experience.

Paul Larkin:Age 62,serves as a
director of the Company, a position he has held since March 2000. He served as
Secretary of the Company from March 2000 until December 2003, and served as a
director and the Secretary-Treasurer of Geo-Idaho from February 2002 until its
acquisition in December 2003. Since 1983, Mr. Larkin has also been the President
of the New Dawn Group, an investment and financial consulting firm located in
Vancouver, British Columbia, and a director and officer of various TSX-V listed
companies. New Dawn is primarily involved in corporate finance, merchant banking
and administrative management of public companies. Mr. Larkin held various
accounting and banking positions for over a decade before founding New Dawn in
1983, and currently serves on the boards of the following companies which are
listed on the TSX-V: LNG Energy Ltd., Condor Resources Ltd., Kenai Resources
Ltd., Tyner Resources Ltd. Gstaad Capital Corp. and Westbridge Energy Corp. Mr.
Larkins qualifications to serve as a director of the Company include his many
years of senior leadership and management experience in corporate finance,
merchant banking and administrative management of public companies.

-5-

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Dr. Leland Roy Mink:Age 72,serves as a director of the Company, a position he has held since November
2006. He served as Program Director for the Geothermal Technologies Program at
the U.S. Department of Energy (DOE) from February 2003 to October 2006. Prior to
working for the DOE, Dr. Mink was the Vice President of Exploration for the
Company from June 2002 to February 2003. He has also worked for Morrison-Knudsen
Corporation, Idaho Bureau of Mines and Geology and Idaho Water Resources
Research Institute. Dr. Minks qualifications to serve as a director of the
Company include his many years of senior leadership and management experience in
the geothermal energy industry.

John H. Walker:Age 63, is a director and
the Chairman of the Board of Directors of the Company. He has held that position
since December 2003. He has served (and continues to serve) as Chief Executive
Officer of Mihaly International Canada Limited since 1987. Mr. Walker is also a
Managing Director of IPD Infrastructure Inc and a National Director of Trout
Unlimited Canada. Mr. Walker has a 35 year history in urban planning, energy
security and power plant development in Ontario and internationally as well as
experience on both public and private sector boards. Mr. Walker was a founding
director of the Greater Toronto Airports Authority in 1992 and chaired the first
Planning and Development Committee of the Board which provided oversight in the
construction of C$4.4 billion terminal complex at Toronto Pearson Airport
completed in 2004. He was instrumental in doing energy security studies in 2002
and 2003 which led to the development of an 117MW cogeneration power plant at
Toronto Pearson Airport which commenced operations in 2005. Additionally, he was
a founding Director of the Borealis Infrastructure Fund which is now owned by
Ontario Municipal Employee Retirement System (OMERS). Mr. Walker has worked in
the financial services community as an investment banker with Loewen Ondaatje
McCutcheon and has served on the Board of Directors of Sheridan College
Institute of Technology and Advanced Learning for six years and chaired the
Oakville Economic Development Alliance (a P3). His background includes 10 years
at Ontario Hydro where he was responsible for alternative energy and
international market development for Ontario Hydros New Business Ventures
Division which became Ontario Hydro International. Mr. Walker has also acted as
a senior advisor to Falconbridge on the Koniambo project, a C$3 billion nickel
smelter, mine, power plant and port project in New Caledonia. Mr. Walker advises
corporations on matters related to infrastructure and energy development and
acts as a developer of power plants. Mr. Walker is currently developing an 117MW
power plant with Odebrecht Construction, Inc. at Miami International Airport. In
the past he has advised the Canadian Federal Government on the exports of
services under NAFTA. He has a wide range of experience in P3s and has worked in
the public and private sector in 80 countries throughout his career. Mr. Walker
is a Registered Professional Planner in the Province of Ontario and a member of
the Canadian Institute of Planners. Mr. Walker has a BSc. from Springfield
College and a Masters of Environmental Studies (Urban and Regional Planning)
from York University. Mr. Walkers qualifications to serve as a director of the
Company include his many years of senior leadership and management experience in
international business development.

Kerry D. Hawkley. Age 58, serves as the Chief
Financial Officer and Corporate Secretary of the Company. He has served as the
Companys controller since July 2003, and became CFO as of January 1, 2005. From
July 2003 to December 2004, he also provided consulting services to Triumph Gold
Corp. From 1998 to June 2003, Mr. Hawkley served as controller, director and
treasurer of LB Industries. Mr. Hawkley has over 35 years
experience in all areas of accounting, finance and administration. He holds
Bachelor of Business Administration degrees in Accounting and Finance. He
started his career as an internal auditor with Union Pacific Corporation and has
held various accounting management positions in the oil and gas, truck leasing,
mining and energy industries.

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Jonathan Zurkoff.Age 56, serves as the Treasurer
and Executive Vice President of the Company, a position he has held since
September 2011. From January 2009 to May 2009, Mr. Zurkoff served as a financial
consultant to the Company. He then served as the Vice President Finance of the
Company from June 2009 until September 2011. Mr. Zurkoff served as CFO of
Tamarack Resorts from 2004 to 2008. Mr. Zurkoff has over 25 years of experience
in engineering, construction, and all phases of project development with an
emphasis on project and corporate finance. Mr. Zurkoff holds a Masters of
Business Administration, a Masters of Science in Groundwater Hydrology, and a
Bachelor of Science in Geology. Mr. Zurkoff has held positions in Tamarack
Resort (CFO), Process Technologies (CFO & COO), and Morrison Knudsen
Corporation (now URS).

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act) requires our executive officers and directors, and
persons who own more than 10% of a registered class of our equity securities, to
file initial reports of ownership and reports of changes in ownership of our
securities with the SEC. Executive officers, directors and greater than 10%
shareholders are required to furnish us with copies of these reports. Based
solely on our review of the Section 16(a) reports furnished to us with respect
to the fiscal year ended March 31, 2012 and written representations from our
executive officers, directors and greater than 10% shareholders, we believe that
all Section 16(a) filing requirements applicable to our executive officers,
directors and greater than 10% shareholders were satisfied.

Code of Ethics

Our Board of Directors has adopted the U.S. Geothermal, Inc.
Code of Business Conduct and Ethics to provide a corporate governance framework
for our directors and management to effectively pursue U.S. Geothermal Inc.s
objectives for the benefit of our shareholders. The Board annually reviews and
updates these guidelines and the charters of the Board committees in response to
evolving best practices and the results of annual Board and committee
evaluations. Our Code of Business Conduct and Ethics can be found at
http://www.usgeothermal.com by clicking on About Us and then Code of Ethics.
Shareholders may request a free printed copy of our Code of Business Conduct and
Ethics from our investor relations department by contacting them at
info@usgeothermal.com or by calling (208) 424-1027. We will post any amendments
to the Code of Business Conduct and Ethics at that location on our website. In
the unlikely event that the Board of Directors approves any sort of waiver to
the Code of Business Conduct and Ethics for our executive officers or directors,
information concerning such waiver will also be posted at that location on our
website. No waivers were granted during the fiscal year ended March 31, 2012. In
addition to posting information regarding amendments and waivers on our website,
the same information will be included in a Current Report on Form 8-K within four business days following the date of the amendment
or waiver, unless website posting of such amendments or waivers satisfies
applicable NYSE MKT listing rules.

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Audit Committee and Audit Committee Financial Expert

Our Board of Directors has a separately-designated standing
Audit Committee established in accordance with Section 3(a)(58)(A) of the
Exchange Act. The members of the Audit Committee are John H. Walker, Paul A.
Larkin and Leland L. Mink. Our Board has determined that Paul A. Larkin,
Chairman of the Audit Committee, is an audit committee financial expert as
defined by Item 407(d)(5) of Regulation S-K under the Exchange Act and that each
member of the Audit Committee is independent under the NYSE MKT independence
standards applicable to audit committee members.

Item 11. Executive Compensation

Our compensation philosophy is to structure compensation awards
to members of our executive management that directly align their personal
interests with those of our shareholders. Our executive compensation program is
intended to attract, motivate, reward and retain the management talent required
to achieve our corporate objectives and increase shareholder value, while at the
same time making the most efficient use of shareholder resources. This
compensation philosophy puts a strong emphasis on pay for performance, and uses
equity awards as a significant component in order to correlate the long-term
growth of shareholder value with managements most significant compensation
opportunities.

The three primary components of total direct compensation for
our senior executives are:

- base salary;
- annual cash incentive bonus opportunity; and
- stock options and restricted stock.

The relative weighting of the three components of compensation
is designed to strongly reward long-term performance, by heavily emphasizing the
proportion of long-term equity compensation.

During the fiscal year ended March 31, 2012, the Company was
focused on (1) operation, financing and construction for the San Emidio Phase I
and II geothermal project in Nevada, (2) permitting, drilling, financing and
construction for the Neal Hot Springs project in Oregon, (3) signing the San
Emidio PPA contract with NV Energy, (4) conducting negotiations for PPA and
equity partners at the El Ciebello project in Guatemala, (5) optimizing the
operation of the well field at the Raft River project in Idaho, and (6) the
evaluation of potential new geothermal project acquisitions.

The Compensation and Benefits Committee is appointed annually
by the Board of Directors to discharge the Boards responsibilities relating to
compensation and benefits of the executive officers of our Company. The goals of
the committee are to attract, retain and motivate our executive officers by
providing appropriate levels of compensation and benefits while taking into consideration, among such other factors as it may deem
relevant, our Companys performance, shareholder returns, the value of similar
incentive awards to executive officers at comparable companies and the awards
given to the executive officers in past years. The main categories of
compensation available to the committee are base salary, discretionary annual
performance bonuses, stock option grants, stock awards, and insurance
reimbursements.

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We compete with a variety of companies for our executive-level
employees. The Compensation and Benefits Committee uses base salary to
compensate the executive officers for services rendered. Base salaries are
intended to be competitive for companies of similar size and purpose, also
taking into consideration individual factors such as experience, tenure,
institutional knowledge and qualifications. An informal review of several public
junior resource development companies was completed to provide the committee
with comparative compensation information. The committee looked at Nevada
Geothermal Power Inc., Ram Power Corp., China Gold International Resources Corp
Ltd, and Chesapeake Gold Corp., who are involved in either geothermal
development or in mineral exploration. Base salaries are reviewed annually to
determine whether they are consistent with our overall compensation objectives.
In considering increases in base salary, the Compensation and Benefits Committee
reviews individual and corporate performance, market and industry conditions,
and our overall financial health.

While the Company does not attach a weighting to the various
components of executive compensation, the Compensation and Benefits Committee
attempts to pay a competitive salary (retention) to its executives while
providing long-term incentive to the executives through equity awards
(ownership/reward) in order to align their interest with the long-term
progression of the Company as a whole. Our Chief Executive Officer and
Compensation and Benefits Committee perform an informal annual review of
compensation practices of similar sized companies to educate themselves of the
general parameters (levels and types of compensation) for executive
compensation. They do not, however, benchmark the various components of pay. The
review highlights areas of our executive pay package that may not be consistent
with compensation practices at similar sized companies and provides the
committee with knowledge of the compensation landscape for its executives.

The Compensation and Benefits Committee may grant annual
performance bonuses as a reward for achievement of individual and corporate
short-term goals. Any grant of an annual performance bonus is discretionary and
the amount is determined after recommendation from the CEO. Involvement of other
executive officers in the determination of bonus amounts to be paid is
immaterial. Bonus amounts should be dependent upon our financial and operational
performance as well as the completion of specific milestone events by the
individual executive officer.

The bonuses paid in June 2011 were based on significant
milestones and achievements of the Company during the calendar year 2010
including the following:

- Closing the DOE Loan Guarantee for the Neal Hot Springs project
- Finalizing the reservoir model for the Neal Hot Springs reservoir and
  planning the 2011 drilling program

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- Negotiating a new PPA for San Emidio with NV Energy
- Conducting negotiations for PPA and equity partners at the El Ciebello
  project in Guatemala
- Starting construction of the San Emidio Unit 1 power plant in Nevada
- Drilling injection and production wells, field development and reservoir
  testing activities at Neal Hot Springs
- Negotiating and closing an investment by Enbridge (U.S.) Inc. in the Neal
  Hot Springs Project
- Completing the temperature gradient drilling program at the Neal Hot
  Spring project
- Negotiating and closing the financing and EPC for Phase 1 of the San
  Emidio Project

Generally, the Compensation and Benefits Committee grants stock
options to all employees, including executive officers, for motivation and
retention purposes annually after completion of our annual financial reports.
Stock options are granted with an exercise price equal to the market value of
our common stock on the date of the grant, and with a term of five years. The
timing of the stock option grant is not coordinated with the release of material
non-public information and is typically in the first or second fiscal quarter.
The options vest 25% on date of grant, and another 25% each six months
thereafter. During the fiscal year ended March 31, 2011, stock option grants to
executive officers represented approximately 38% of the total stock option
grants to all employees. During the fiscal year ended March 31, 2012, stock
option grants to executive officers represented approximately 24% of the total
stock option grants to all employees. We do not have a formal procedure for
determining factors to consider when making grants. The committee uses an
informal review of similar sized companies engaged in natural resource
development to assist in determining the appropriate levels of stock option
grants.

Our executive officers do not receive any material incremental
benefits that are not otherwise available to all of our employees. Our health
and dental insurance plans are the same for all employees.

On September 29, 2011, Daniel J. Kunz, Chief Executive Officer,
signed an employment agreement that sets the amount of time devoted to the
business of the Company to 60 hours per month at a compensation of $120,000
annually. Mr. Kunz is entitled to receive performance bonuses and incentive
stock options as determined by the Companys board of directors, benefits
(including for immediate family) as are or may become available to other
employees, and vacation. The Company will also provide reasonable life insurance
and accidental death coverage with the proceeds payable to Mr. Kunzs estate or
specified family member. The employment agreement may be terminated by the
Company without notice, payment in lieu of notice, severance or other sums for
causes which include failure to perform in a competent and professional manner,
appropriation of corporate opportunities or failure to disclose a conflict of
interest, conviction which has become final for an indictable offense, fraud,
dishonesty, refusal to follow reasonable and lawful direction of the Company,
breach of fiduciary duty, and a declaration of bankruptcy by or against Mr.
Kunz. Otherwise, the Company may terminate the agreement upon one month written
notice. The agreement includes covenants by Mr. Kunz of confidentiality and
non-competition, and provides for equitable relief in the event of breach. In
the case of termination of employment due to a change of control, Mr. Kunz will
receive a lump sum payment equal to 24 monthly installments of the employees
normal compensation.

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Effective February 1, 2012, Mr. Kunz agreed to increase his
hours to 120 hours per month at an annual rate of $240,000.

Douglas J. Glaspey, President and Chief Operating Officer,
signed an employment agreement on April 1, 2011, which was effective as of April
1, 2011 and which provides for an annual salary of $175,000. Mr. Glaspey is
entitled to receive performance bonuses and incentive stock options as
determined by the Companys board of directors, benefits (including for
immediate family) as are or may become available to other employees, and
vacation. The employment agreement may be terminated by the Company without
notice, payment in lieu of notice, severance or other sums for causes which
include failure to perform in a competent and professional manner, appropriation
of corporate opportunities or failure to disclose a conflict of interest,
conviction which has become final for an indictable offense, fraud, dishonesty,
refusal to follow reasonable and lawful direction of the Company, breach of
fiduciary duty, and a declaration of bankruptcy by or against Mr. Glaspey. In
the event of early termination due to failure to comply with the agreement, the
employee would be entitled to compensation earned through the date of
termination. In the case of termination of the employment agreement due to a
change of control, Mr. Glaspey will receive a lump sum payment in the amount
equal to 18 monthly installments of the employees normal compensation.
Effective October 1, 2011, Mr. Glaspeys annual salary was increased to
$210,000.

Kerry D. Hawkley, Chief Financial Officer, signed an employment
agreement on April 1, 2011, which was effective as of April 1, 2011 and which
provides for an annual salary of $140,000. Mr. Hawkley is entitled to receive
performance bonuses and incentive stock options as determined by the Companys
board of directors, benefits (including for immediate family) as are or may
become available to other employees, and vacation. The employment agreement may
be terminated by the Company without notice, payment in lieu of notice,
severance or other sums for causes which include failure to perform in a
competent and professional manner, appropriation of corporate opportunities or
failure to disclose a conflict of interest, conviction which has become final
for an indictable offense, fraud, dishonesty, refusal to follow reasonable and
lawful direction of the Company, breach of fiduciary duty, and a declaration of
bankruptcy by or against Mr. Hawkley. In the event of early termination due to
failure to comply with the agreement, the employee would be entitled to
compensation earned through the date of termination. In the case of termination
of the employment agreement due to a change of control, Mr. Hawkley will receive
a lump sum payment in the amount equal to 18 monthly installments of the
employees normal compensation.

Jonathan Zurkoff, Treasurer and Executive Vice President,
signed an employment agreement on December 31, 2010, which was effective as of
December 31, 2010 and which provides for an annual salary of $160,000. Mr.
Zurkoff is entitled to receive performance bonuses and incentive stock options
as determined by the Companys board of directors, benefits (including for
immediate family) as are or may become available to other employees, and
vacation. The employment agreement may be terminated by the Company without
notice, payment in lieu of notice, severance or other sums for causes which
include failure to perform in a competent and professional manner, appropriation
of corporate opportunities or failure to disclose a conflict of interest,
conviction which has become final for an indictable offense, fraud, dishonesty,
refusal to follow reasonable and lawful direction of the Company, breach of
fiduciary duty, and a declaration of bankruptcy by or against Mr. Zurkoff. In
the event of early termination due to failure to comply with the agreement, the employee would be
entitled to compensation earned through the date of termination. In the case of
termination of the employment agreement due to a change of control, Mr. Zurkoff
will receive a lump sum payment in the amount equal to 18 monthly installments
of the employees normal compensation. Effective October 1, 2011, Mr. Zurkoffs
annual salary was increased to $192,000.

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Summary Compensation Table

The following table shows the compensation for each of the last
two fiscal years awarded to or earned by our Chief Executive Officer and each of
our three other most highly compensated executive officers during the fiscal
year ended March 31, 2012 (collectively, our Named Executive Officers).

Name and principalposition(s)
    Fiscal yearendedMarch 31,
    Salary(1)($)
    Bonus(2)($)
    OptionAwards(3)($)
    All othercompensation(4)($)
    Total($)Daniel J. Kunz,
      Chief Executive Officer
    2011
    230,000
    48,000
    266,563
    8,170
    552,7332012
    175,000
    0(5)
    124,700
    8,170
    307,870Douglas J. Glaspey,
      President and Chief Operating Officer
    2011
    175,000
    31,000
    153,082
    1,035
    360,1172012
    192,500
    0(5)
    82,302
    1,035
    275,837Kerry D. Hawkley,
      Chief Financial Officer
    2011
    140,000
    25,000
    54,266
    0
    219,2662012
    140,000
    0 (5)
    47,386
    0
    187,386Jonathan Zurkoff,
      Treasurer and Executive Vice President
    2011
    176,000
    33,000
    72,825
    0
    281,8252012
    160,000
    0(5)
    70,124
    0
    230,124


|(1) | Dollar value of base salary (cash and non-cash) earned by
      the Named Executive Officer during the fiscal year.                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Dollar value of bonus (cash and non-cash) earned by the
      Named Executive Officer during the fiscal year. Bonuses are eligible to
      all employees and submitted and approved by the Board annually.
|(3) | Stock options and restricted stock are valued at the
      grant date in accordance with FASB ASC Topic 718.                                                                                               
|(4) | Other compensation consists of all other compensation not
      disclosed in another category.                                                                                                             
|(5) | Cash bonuses earned for the fiscal year ended March 31,
      2012 have not yet been determined.                                                                                                           

Outstanding Equity Awards at Fiscal Year-End

The following table shows the unexercised stock options,
unvested restricted stock, and other equity incentive plan awards held at the
fiscal year ended March 31, 2012 by our Named Executive Officers.

-12-

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|                   |  | Option Awards   |  |  | Stock Awards      | 
|------------------ |  | --------------- |  |  | ----------------- | 
|                   |  | Number of       |  |  | Number of         | 
|                   |  | Securities      |  |  | Securities        | 
|                   |  | Underlying      |  |  | Underlying        | 
|                   |  | Unexercised     |  |  | Unexercised       | 
|                   |  | Options         |  |  | **Options (1)**   | 
|Name               |  | (#) Exercisable |  |  | (#) Unexercisable | 
|Daniel J. Kunz     |  | 40,000          |  |  | 0                 | 
|Douglas J. Glaspey |  | 40,000          |  |  | 0                 | 
|Kerry D. Hawkley   |  | 40,000          |  |  | 0                 | 
|Daniel J. Kunz     |  | 250,000         |  |  | 0                 | 
|Douglas J. Glaspey |  | 250,000         |  |  | 0                 | 
|Kerry D. Hawkley   |  | 100,000         |  |  | 0                 | 
|Daniel J. Kunz     |  | 175,000         |  |  | 0                 | 
|Douglas J. Glaspey |  | 150,000         |  |  | 0                 | 
|Kerry D. Hawkley   |  | 100,000         |  |  | 0                 | 
|Jonathan Zurkoff   |  | 150,000         |  |  | 0                 | 
|Daniel J. Kunz     |  | 200,000         |  |  | 0                 | 
|Douglas J. Glaspey |  | 100,000         |  |  | 0                 | 
|Kerry D. Hawkley   |  | 50,000          |  |  | 0                 | 
|Jonathan Zurkoff   |  | 145,000         |  |  | 0                 | 
|Daniel J. Kunz     |  | 187,500         |  |  | 62,500            | 
|Douglas J. Glaspey |  | 123,750         |  |  | 41,250            | 
|Kerry D. Hawkley   |  | 71,250          |  |  | 23,750            | 
|Jonathan Zurkoff   |  | 109,500         |  |  | 36,500            | 

|(1) | The options unexercisable at March 31, 2012 will fully
      vest on December 3, 2012.
|--- | --------------------------------------------------------------------------------------

Potential Payments Upon Termination or Change-in-Control

Payments Made Upon Termination Absent a
Change-in-Control. Except as discussed below under Potential Payments Upon
Change-in-Control, if the employment of any of our Named Executive Officers is
voluntarily or involuntarily terminated, no additional payments or benefits will
accrue or be paid to him, other than what the officer has accrued and is vested
in under the benefit plans. A voluntary or involuntary termination will not
trigger an acceleration of the vesting of any outstanding stock options or
shares of restricted stock.

Potential Payments Upon Change-in-Control. We have
entered into employment agreements with Messrs. Kunz, Glaspey, Hawkley and
Zurkoff which provide for change-in-control payments. For Messrs. Glaspey,
Hawkley and Zurkoff, the employment agreements provide that if within twelve
months of a change-in-control of U.S. Geothermal Inc. the officer is terminated
either by U.S. Geothermal Inc. (other than for cause or disability), or by the
officer for good reason, then the officer will be entitled to a lump-sum payment
consisting of (a) the officers prorated base salary through the date of
termination, (b) a severance payment equal to eighteen times the officers
monthly base salary at termination, and (c) employee medical and dental coverage
for eighteen months or until the officer commences alternate employment,
whichever comes first. The terms cause, good reason and change-in-control
are defined in the agreements.

For Mr. Kunz, the employment agreement provides that if within
twelve months of a change-incontrol of U.S. Geothermal Inc. the officer is
terminated either by U.S. Geothermal Inc. (other than for cause or disability),
or by the officer for good reason, then the officer will be entitled to a lump-sum payment consisting of (a) the officers prorated
base salary through the date of termination, (b) a severance payment equal to
twenty four times the officers monthly base salary at termination, and (c)
employee medical and dental coverage for eighteen months or until the officer
commences alternate employment, whichever comes first. The terms cause, good
reason and change-in-control are defined in the agreement.

-13-

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Director Compensation

The following table summarizes the compensation paid to our
directors during the fiscal year ended March 31, 2012.

Name
    Fees earned or paid
      in cash ($)
    Stock awards
      ($)
    Option awards(1) ($)
    Non-equity incentive
      plan compens- ation ($)
    Nonqualified deferred
      compensa- tion earnings ($)
    All other compensa-
      tion ($)
    Total ($)John H. Walker
    30,000
    0
    44,892
    0
    0
    0
    74,892Paul A. Larkin
    30,000
    0
    44,892
    0
    0
    0
    74,892Leland L. Mink
    30,000
    0
    44,892
    0
    0
    0
    74,892Dennis J. Gilles
    17,500
    0
    36,070
    0
    0
    0
    53,570


|(1) | Stock options are valued at the grant date in accordance
      with FASB ASC Topic 718.
|--- | ---------------------------------------------------------------------------------------

Directors who are not otherwise remunerated per an employment
agreement are paid $7,500 per quarter and eligible to receive awards under our
equity compensation plans. Directors who are also officers do not receive any
compensation for serving in the capacity of director. However, all directors are
reimbursed for their out-of-pocket expenses in attending meetings.

Item 12. Security Ownership of Certain Beneficial Owners
and Management and RelatedStockholder Matters

Securities Authorized for Issuance under Equity Compensation
Plans

The following table sets forth the number of securities
authorized for issuance under the Companys equity compensation plans as of the
fiscal year ended March 31, 2012.

-14-

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Equity Compensation Plan
      InformationPlan category
    Number of securities tobe issued upon exerciseof outstanding options,warrants and rights(a)
    Weighted-averageexercise price ofoutstanding options,warrants and rights(b)
    Number of securitiesremaining
      available forfuture issuance underequity
      compensation plans(excluding securitiesreflected
      in column (a))(c)Equity compensation plans approved by
      security holders
    7,975,125
    $1.25
    4,786,941Equity compensation plans not approved by security
      holders
    Nil
    Nil
    NilTotal
    7,975,125
    $1.25
    4,786,941


Security Ownership of Certain Beneficial Owners and
Management

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information regarding
beneficial ownership of the Companys common stock, as of July 24, 2012, by each
person known by us to be the beneficial owner of more than 5% of the Companys
outstanding common stock. The percentage of beneficial ownership is based on
88,955,948 shares of the Companys common stock outstanding as of July 24,
2012.

|                                                                                                                |  | Amount and Nature |     |  |            | 
|--------------------------------------------------------------------------------------------------------------- |  | ----------------- | --- |  | ---------- | 
|Name and Address of Beneficial Owner                                                                            |  | of Beneficial     |     |  | Percent of | 
|                                                                                                                |  | Ownership         |     |  | Class      | 
|AGF Investments Inc. PO Box 50, Toronto
      Dominion Bank Tower, 31stFloor, Toronto, ON, Canada M5K
      1E9 |  | 6,929,575         | (1) |  | 7.79%      | 
|                                                                                                                |  |                   |     |  |            | 
|The Goldman Sachs Group, Inc. 200 West
      Street, New York, NY 10282                                         |  | 5,036,378         | (1) |  | 5.66%      | 

|(1) | Beneficial owners have shared voting
  power.
|--- | ---------------------------------------------

Security Ownership of Management

Our executive officers and directors are encouraged to own our
common stock to further align their interests with our shareholders interests.
The following table sets forth certain information regarding beneficial
ownership of the Companys common stock, as of July 24, 2012, by each of our
directors, Named Executive Officers and directors and executive officers as a
group. The percentage of beneficial ownership is based on 88,955,948 shares of
the Companys common stock outstanding as of July 24, 2012.

-15-

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|                                                            |  | Amount and Nature |     |  |            | 
|----------------------------------------------------------- |  | ----------------- | --- |  | ---------- | 
|Name of Beneficial Owner                                    |  | of Beneficial     |     |  | Percent of | 
|                                                            |  | Ownership         |     |  | Class      | 
|Dennis J. Gilles                                            |  | 50,000            | (1) |  | 0.06%      | 
|Douglas J. Glaspey                                          |  | 1,206,207         | (2) |  | 1.36%      | 
|Kerry D. Hawkley                                            |  | 446,250           | (3) |  | 0.50%      | 
|Daniel J. Kunz                                              |  | 3,333,526         | (4) |  | 3.75%      | 
|Paul A. Larkin                                              |  | 535,568           | (5) |  | 0.60%      | 
|Leland L. Mink                                              |  | 292,500           | (6) |  | 0.33%      | 
|John H. Walker                                              |  | 312,400           | (7) |  | 0.35%      | 
|Jonathan Zurkoff                                            |  | 499,500           | (8) |  | 0.56%      | 
|                                                            |  |                   |     |  |            | 
|All directors and executive officers as a group (8 persons) |  | 6,675,951         | (9) |  | 7.50%      | 

|(1) | Includes 50,000 options exercisable within 60 days of
      July 24, 2012.   
|--- | -----------------------------------------------------------------------------
|(2) | Includes 623,750 options exercisable within 60 days of
      July 24, 2012.  
|(3) | Includes 321,250 options exercisable within 60 days of
      July 24, 2012.  
|(4) | Includes 812,500 options exercisable within 60 days of
      July 24, 2012.  
|(5) | Includes 237,500 options exercisable within 60 days of
      July 24, 2012.  
|(6) | Includes 237,500 options exercisable within 60 days of
      July 24, 2012.  
|(7) | Includes 237,500 options exercisable within 60 days of
      July 24, 2012.  
|(8) | Includes 404,500 options exercisable within 60 days of
      July 24, 2012.  
|(9) | Includes 2,924,500 options exercisable within 60 days of
      July 24, 2012.

Item 13. Certain Relationships and Related Transactions,
and Director Independence

Related Person Transactions

Since April 1, 2010, there have been no financial transactions,
arrangements or relationships (including any indebtedness or guarantee of
indebtedness) in which the Company or any of its subsidiaries, was or is to be a
participant, and the amount involved exceeds the lesser of $120,000 or 1% of the
average of the Companys total assets at year end for the last two completed
fiscal years, and in which a director, an executive officer, any immediate
family member of a director or executive officer, a beneficial owner of more
than 5% of the Companys outstanding common stock or any immediate family member
of the beneficial owner, had or will have a direct or indirect material
interest.

Director Independence

The Board is currently composed of six directors: Dennis J.
Gilles, Douglas J. Glaspey, Daniel J. Kunz, Paul A. Larkin, Leland L. Mink and
John H. Walker. The majority of the Board, made up of Mr. Gilles, Mr. Larkin,
Dr. Mink and Mr. Walker, satisfy the applicable independence requirements of the
NYSE MKT. Mr. Kunz and Mr. Glaspey do not satisfy such independence requirements
based on their employment as executive officers of the Company. The Board has
three standing committees: the Audit Committee, the Nominating
and Corporate Governance Committee and the Compensation and Benefits Committee.
Each of the Boards committees is composed only of directors that satisfy the
applicable independence requirements of the NYSE MKT.

-16-

---

The Board has adopted certain standards to assist it in
assessing the independence of each director. Absent other material relationships
with the Company, a director of the Company who otherwise meets the applicable
independence requirements of the NYSE MKT may be deemed independent by the
Board after consideration of all relationships between the Company, or any of
its subsidiaries, and the director, or any of his or her immediate family
members (as defined in NYSE MKT listing standards), or any entity with which the
director or any of his or her immediate family members is affiliated by reason
of being a partner, officer or a significant shareholder thereof.

In assessing the independence of our directors, our full Board
carefully considered all of the business relationships between the Company and
our directors or their affiliated companies. This review was based primarily on
responses of the directors to questions in a questionnaire regarding employment,
business, familial, compensation and other relationships with the Company and
our management.

Item 14. Principal Accountant Fees and
Services

As previously disclosed in the Companys Current Report on Form
8-K filed with the SEC on November 4, 2011, the Company engaged MartinelliMick
PLLC, certified public accountants, as the principal accountant to audit the
Companys financial statements effective November 1, 2011. MartinelliMick PLLC
replaced BehlerMick PS, which resigned as the Companys principal accountant
effective October 31, 2011 and no longer practices public accounting effective
November 1, 2011. With the departure of BehlerMick PSs former managing partner
in December 2010, BehlerMick PSs management decided to change the firms legal
structure and formed a new legal entity, MartinelliMick PLLC. Although
MartinelliMick PLLC is a new entity, the same personnel has continued to perform
the audits of the financial records of the Company.

Audit Fees

The aggregate fees billed to the Company by MartinelliMick,
PLLC for the fiscal year ended March 31, 2012, for the audit of the Companys
annual financial statements and reviews of the financial statements included in
the Companys Quarterly Reports on Form 10-Q, was $22,460.

The aggregate fees billed to the Company by BehlerMick PS for
the fiscal years ended March 31, 2012 and 2011, for the audit of the Companys
annual financial statements, reviews of the financial statements included in the
Companys Quarterly Reports on Form 10-Q, and audits of financial statements of
the Companys subsidiaries required by regulation, were $66,064 and $85,452,
respectively.

-17-

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Audit-Related Fees

The aggregate fees billed to the Company by MartinelliMick,
PLLC for the fiscal year ended March 31, 2012, for assurance and related
services that are reasonably related to the performance of the audit or review
of the Companys financial statements and are not reported under Audit Fees
above, was $8,214. The services comprising such fees related to compliance with
the Sarbanes Oxley Act of 2002.

The aggregate fees billed to the Company by BehlerMick PS for
the fiscal years ended March 31, 2012 and 2011, for assurance and related
services that are reasonably related to the performance of the audit or review
of the Companys financial statements and are not reported under Audit Fees
above, were $8,805 and $26,575, respectively. The services comprising such fees
related to compliance with the Sarbanes Oxley Act of 2002.

The aggregate fees billed to the Company by Hein &
Associates LLP for the fiscal years ended March 31, 2012 and 2011, for assurance
and related services that are reasonably related to the performance of the audit
or review of the Companys financial statements and are not reported under
Audit Fees above, were $71,205 and $124,852, respectively. The services
comprising such fees related to compliance with the Sarbanes Oxley Act of 2002.
Since the Company does not employ an internal audit staff, Hein & Associates
LLP performed the internal audit function for verification of compliance with
internal controls and procedures.

Tax Fees

The aggregate fees billed to the Company by Hein &
Associates LLP for the fiscal years ended March 31, 2012 and 2011, for
professional services rendered for tax compliance, tax advice, and tax planning,
was $32,490 and $7,155, respectively. The services comprising such fees related
to tax compliance, including the preparation of and assistance with federal,
state and local income tax returns, foreign and other tax compliance. Neither
MartinelliMick, PLLC nor BehlerMick PS rendered any professional services
relating to tax compliance, tax advice, or tax planning during the fiscal years
ended March 31, 2012 and 2011.

All Other Fees

The Company was not billed by MartinelliMick, PLLC, BehlerMick
PS or Hein & Associates LLP for any other services during the fiscal years
ended March 31, 2012 and 2011.

Administration of Engagement of Independent Auditor

The Audit Committee is responsible for appointing, setting
compensation for and overseeing the work of our independent auditor. The Audit
Committee has established a policy for pre-approving the services provided by
our independent auditor in accordance with the auditor independence rules of the
SEC. This policy requires the review and pre-approval by the Audit Committee of
all audit and permissible non-audit services provided by our independent auditor
and an annual review of the financial plan for audit fees.

-18-

---

All of the services provided by our independent auditor in the
fiscal years ended March 31, 2012 and 2011, including services related to the
Audit-Related Fees and Tax Fees described above, were approved by the Audit
Committee under its pre-approval policies.

-19-

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PART IV

Item 15. Exhibits and Financial Statement
Schedules

The following documents are filed as a part of this report:

| | 1. | Consolidated Financial Statements.                                                                     
| | -- | -------------------------------------------------------------------------------------------------------
| |    |                                                                                                        
| |    | See Item 8 of Part II for a list of the Financial
      Statements filed as part of this annual report.
| |    |                                                                                                        
| | 2. | Exhibits. See below.                                                                                   

EXHIBIT NUMBER
    EXHIBIT DESCRIPTION3.1
    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
    Second Amended and Restated Bylaws of U.S. Geothermal
      Inc. (Incorporated by reference to exhibit 3.4 to the registrants Form
      8-K as filed on October 18, 2010)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)3.7
    Certificate of Amendment to Certificate of Incorporation
      filed on August 26, 2008 (incorporated by reference to Exhibit 3.4 to the
      Companys Form 8-K as filed on August 27, 2008)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
    Provisions Regarding Rights of Stockholders (Incorporated
      by reference to Exhibit 4.3 to the Companys Form SB-2 registration
      statement as filed on July 8, 2004)4.3
    Form of Warrant used in private placement of April 2008
      (Incorporated by reference to Exhibit 10.3 to the Companys Form 8-K
      current report as filed on May 2, 2008)4.4
    Form of Broker Warrant (Incorporated by reference as
      exhibit 10.4 to the Companys Form 8-K current report as filed on May 2,
      2008)


-20-

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4.5
    Form of Subscription Agreement for Subscription Receipts
      relating to private placement of August 2009 (Incorporated by reference to
      Exhibit 4.3 to the Companys Form S-1 registration statement as filed on
      November 27, 2009)4.6
    Subscription Receipt Agreement dated August 17, 2009
      among the Company, Dundee Securities Corporation, Clarus Securities Inc.,
      Toll Cross Securities Inc. and Computershare Trust Company of Canada
      (Incorporated by reference to Exhibit 4.4 to the Companys Form S-1
      registration statement as filed on November 27, 2009)4.7
    Form of Warrant used in private placement of August 2009
      (Incorporated by reference to Exhibit 4.5 to the Companys Form S-1
      registration statement as filed on November 27, 2009)4.8
    Form Broker Warrant (Incorporated by reference to Exhibit
      4.6 to the Companys Form S-1 registration statement as filed on November
      27, 2009)4.9
    Form of Warrant used in March 2011 registered offering
      (Incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed
      on February 28, 2011)4.10
    Form of Subscription Agreement used in March 2011
      registered offering (Incorporated by reference to Exhibit 10.1 to the
      Companys Form 8-K filed on February 28, 2011)4.11
    Form of Compensation Warrant (Incorporated by reference
      to Exhibit 4.1 to the Companys Form 8-K filed on May 22, 2012)10.1
    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)10.2
    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)10.3
    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)10.4
    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)10.5
    Geothermal Lease and Agreement dated December 1, 2004,
      between Reid S. Stewart and Ruth O. Stewart and U.S. 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)10.6
    Geothermal Lease and Agreement, dated July 5, 2005,
      between Bighorn Mortgage Corporation and U.S. Geothermal Inc.
      (Incorporated by reference to exhibit 10.11 to the registrants Form
      10-QSB quarterly report as filed on February 17, 2006)


-21-

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10.7
    Geothermal Lease and Agreement, dated June 23, 2005,
      among Dale and Ronda Doman, and U.S. Geothermal Inc. (Incorporated by
      reference to exhibit 10.13 to the registrants Form 10-QSB quarterly
      report as filed on February 17, 2006)10.8
    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 U.S. Geothermal Inc. (Incorporated by
      reference to exhibit 10.14 to the registrants Form 10-QSB quarterly
      report as filed on February 17, 2006)10.9
    Geothermal Lease and Agreement dated January 25, 2006,
      between Philip Glover and U.S. Geothermal Inc. (Incorporated by reference
      to exhibit 10.9 to the registrants Form 10-QSB quarterly report as filed
      on February 17, 2006)10.10
    Geothermal Lease and Agreement, dated May 24, 2006,
      between JR Land and Livestock Inc. and U.S. Geothermal Inc. (Incorporated
      by reference to exhibit 10.30 to the registrants Form 10-KSB annual
      report as filed on June 29, 2006)10.11
    Employment Agreement dated September 29, 2011 with Daniel
      J. Kunz (Incorporated by reference to exhibit 10.1 to the registrants
      Form 8-K as filed on September 30, 2011)10.12
    Employment Agreement dated April 1, 2011 with Kerry D.
      Hawkley (Incorporated by reference to exhibit 99.2 to the registrants
      Form 8-K as filed on April 6, 2011)10.13
    Employment Agreement dated April 1, 2011 with Douglas J.
      Glaspey (Incorporated by reference to exhibit 99.1 to the registrants
      Form 8-K as filed on April 6, 2011)10.14
    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.)10.15
    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)10.16
    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)10.17
    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)10.18
    At Market Issuance Sales Agreement dated September 30,
      2011 between U.S. Geothermal Inc. and McNicoll, Lewis & Vlak LLC
      (Incorporated by reference to exhibit 1.1 to the registrants Form 8-K as
      filed on September 30, 2011).10.19
    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).


-22-

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10.20
    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)10.21
    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)10.22
    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).10.23
    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)10.24
    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).10.25
    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)10.26
    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)10.27
    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).10.28
    Geothermal Lease and Agreement dated August 1, 2007,
      between Bureau of Land Management and U.S. Geothermal Inc. (Incorporated
      by reference as exhibit 10.34 to the registrants Form S-1 as filed on
      March 26, 2010)10.29
    Asset Purchase Agreement dated as of March 31, 2008,
      between U.S. Geothermal Inc., and Empire Geothermal Power LLC and Michael
      B. Stewart (Incorporated by reference as exhibit 99.1 to the registrants
      Form 8-K current report as filed on April 7, 2008)10.30
    Water Rights Purchase Agreement Michael B. Stewart and
      U.S. Geothermal Inc. dated March 31, 2008 (Incorporated by reference as
      exhibit 99.2 to the registrants Form 8-K current report as filed on April 7,
      2008).


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10.31
    Power Purchase Agreement dated as of December 11, 2009,
      between Idaho Power Company and USG Oregon LLC (Incorporated by reference
      to Exhibit 10.43 to the Companys Form 10-Q quarterly report as filed on
      February 9, 2010)10.32
    Amended and Restated Long-Term Portfolio Energy Credit
      and Renewable Power Purchase Agreement dated May 31, 2011 between Sierra
      Pacific Power Company d/b/a NV Energy, and USG Nevada LLC (Incorporated by
      reference to Exhibit 10.1 to the registrants Form 8-K filed on January 4,
      2012)10.33
    Long Term Agreement For the Purchase and Sale of
      Electricity, dated December 31, 1986, between Sierra Pacific Power Company
      and Empire Farms, as amended (Incorporated by reference to Exhibit 10.43
      to the registrants Form 10- Q/A quarterly report as filed on March 3,
      2010)10.34
    Engineering, Procurement and Construction Contract, dated
      as of August 27, 2010, between USG Nevada LLC and Benham Constructors LLC
      August 27, 2010. (Incorporated by reference to exhibit 99.1 to the
      registrants Form 8-K as filed on November 8, 2010) *10.35
    Amended and Restated Change in Control Guaranty made and
      entered into as of October 13, 2010, by U.S. Geothermal Inc., in favor of
      Benham Constructors, LLC. (Incorporated by reference to exhibit 99.2 to
      the registrants Form 8-K as filed on November 8, 2010)10.36
    Credit Addendum to Engineering, Procurement and
      Construction Contract, dated as of August 27, 2010, between USG Nevada LLC
      and Benham Constructors LLC August 27, 2010. (Incorporated by reference to
      exhibit 99.3 to the registrants Form 8-K as filed on November 8, 2010)10.37
    Amended and Restated Limited Liability Company Agreement
      made and entered into as of September 7, 2010, by and among Oregon USG
      Holdings LLC, U.S. Geothermal Inc., and Enbridge (U.S.) Inc. (Incorporated
      by reference to exhibit 99.4 to the registrants Form 8-K as filed on
      November 8, 2010) *10.38
    Conditional Guaranty Agreement, entered into as of
      September 7, 2010, by U.S. Geothermal Inc. to Enbridge (U.S.) Inc.
      (Incorporated by reference to exhibit 99.5 to the registrants Form 8-K as
      filed on November 8, 2010)10.39
    2009 Stock Incentive Plan of the Registrant (Incorporated
      by reference to Appendix A to the Companys definitive proxy statement on
      Schedule 14A as filed on November 6, 2009) **10.40
    Loan Guarantee Agreement dated as of February 23, 2011,
      among USG Oregon LLC, U.S. Department of Energy, and PNC Bank N.A.
      (Incorporated by reference to exhibit 99.2 to the registrants Form 8-K as
      filed on August 31, 2011)10.41
    Equity Pledge Agreement dated as of February 23, 2011,
      among Oregon USG Holdings LLC, USG Oregon LLC, and PNC Bank, N.A.
      (Incorporated by reference to exhibit 99.3 to the registrants Form 8-K as
      filed on August 31, 2011)


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10.42
    Future Advance Promissory Note dated February 23, 2011,
      among USG Oregon LLC and Federal Financing Bank (Incorporated by reference
      to exhibit 99.4 to the registrants Form 8-K as filed on August 31, 2011)10.43
    Note Purchase Agreement dated as of February 23, 2011
      among the Federal Financing Bank, USG Oregon LLC, and the Secretary of
      Energy, acting though the Department of Energy (Incorporated by reference
      to exhibit 99.2 to the registrants Form 8-K as filed on September 15,
      2011)10.44
    Financing Agreement dated November 9, 2011, between USG
      Nevada LLC and Ares Capital Corporation (Incorporated by reference to
    Exhibit 10.1 to the registrants Form 8-K filed on November 16, 2011)10.45
    Purchase Agreement dated May 21, 2012, between U.S.
      Geothermal Inc. and Lincoln Park Capital Fund, LLC (Incorporated by
      reference to Exhibit 10.1 to the Registrants From 8-K as filed on May 22,
      2012)10.46
    Employment Agreement dated December 31, 2010 with
      Jonathan Zurkoff13.1
    Audited Consolidated Financial Statements of U.S.
      Geothermal Inc. as of March 31, 2012 ***21.1
    Subsidiaries of the Registrant ***23.1
    Consent of MartinelliMick, PLLC ***23.2
    Consent of GeothermEx, Inc. ***23.3
    Consent of Black Mountain Technology, Inc. ***23.4
    Consent of Geothermal Science, Inc. ***31.1
    Certification of Chief Executive Officer Pursuant to
    Section 302 of the Sarbanes- Oxley Act of 200231.2
    Certification of Chief Financial Officer Pursuant to
      Section 302 of the Sarbanes- Oxley Act of 200232.1
    Certification of Chief Executive Officer Pursuant to
      Section 906 of the Sarbanes- Oxley Act of 200232.2
    Certification of Chief Financial Officer Pursuant to
  Section 906 of the Sarbanes- Oxley Act of 2002


* Portions of these exhibits have been omitted based on a grant
of, or an application for, confidential treatment from the SEC. The omitted
portions of these exhibits have been filed separately with the SEC.

** Management contracts or compensation plans or arrangements
in which directors or executive officers are eligible to participate.

*** Previously filed with the Original Form 10-K.

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SIGNATURES

Pursuant to the requirements of 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: July 30, 2012 | By: | /s/
      Daniel J. Kunz     
|                    |     | Daniel J. Kunz               
|                    |     | Chief Executive Officer      
|                    |     | (Principal Executive Officer)

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