UNITED STATES 
SECURITIES 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 ACT OF 1934
 
 For the fiscal year ended March 31, 2009

Or

oTRANSITION 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.)

|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 Exchange Act:

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

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

o Yes            
x No

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o 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.

xYes            
o No

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

oYes            
o 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, 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 filero                                                | Accelerated filer
    x        
|----------------------------------------------------------------------- | -------------------------------
|Non-accelerated filero(Do not check
    if a smaller reporting company) | Smaller reporting company
    o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

o 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
September 30, 2009 (the last business day of the registrants most recently completed second fiscal quarter): $96,847,736

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 October 23, 2009
|----------------------------------------- | -----------------------------------------
|Common stock, par value $ 0.001 per share | 62,081,882                               

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EXPLANATORY NOTE

This Amendment No. 1 to our annual report on Form
10-K (Amendment No. 1) of U.S. Geothermal Inc. for the fiscal year ended March
31, 2009, which was originally filed with the Securities and Exchange Commission
on June 15, 2009, is being filed to amend and restate our consolidated financial
statements for the years ended March 31, 2009, 2008 and 2007 contained in Item 8
captioned Financial Statements and Supplementary Data. In addition, this
Amendment No. 1 is being filed to restate Part IV, Item 15 to include the
audited financial statements of Raft River Energy I LLC, and to include exhibits
10.31, 23.1, 23.2, 23.3, 23.4 and 23.5 as listed under the Exhibit List
heading. We are amending and restating Item 15 to provide updated certifications
from our Chief Executive Officer and Chief Financial Officer in accordance with
applicable SEC rules.

In the Companys previously issued financial
statements, the Company allocated the profits and losses relating to our
investment in Raft River Energy I LLC (RREI) based on net capital contribution
percentages. Subsequent to the issuance of our financial statements for the year
ended March 31, 2009, our management determined that the calculations for
estimating the value of our investment in RREI needed to be adjusted to the
hypothetical liquidation at book value estimation methodology. Refer to Note 2
to the consolidated financial statements included in Item 8 for further
discussion of the restatement.

The following sections in this report have been
amended as a result of the restatements:

|Part II:                                                                                           
|---------------------------------------------------------------------------------------------------
|                                                                                                   
|Item 6: Selected Financial Data                                                                    
|                                                                                                   
|Item 7: Managements Discussion and Analysis of Financial Condition and
      Results of Operations
|                                                                                                   
|Item 8: Financial Statements and Supplementary Data                                                
|                                                                                                   
|Part IV:                                                                                           
|                                                                                                   
|Item 15: Exhibits and
      Financial Statement Schedules                                          

This Amendment No. 1 does not reflect events
occurring after June 15, 2009, the date of the filing of our original Form 10-K,
or modify or update those disclosures that may have been affected by subsequent
events. In addition, we are filing an amendment to our Quarterly Report on Form
10-Q for the period ended June 30, 2009 to amend and restate financial
statements for the quarter then ended.

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PART II

Item 6: Selected Financial
Data

|                                                        |   | For the Fiscal Years Ended March 31, |  
|------------------------------------------------------- | - | ------------------------------------ | -
|                                                        |   | 2009                                 |  
|Operating Revenues                                      | $ | 2,336,202                            |  
|Operating Expenses                                      |   | 7,660,868                            |  
|Loss from Continuing Operations                         |   | (5,324,666                           | )
|Loss per share from Continuing Operations               |   | (0.08                                | )
|Cash dividends declared and
      paid per common share |   | 0                                    |  
|                                                        |   |                                      |  
|                                                        |   | As of March 31,                      |  
|                                                        |   | 2009                                 |  
|                                                        |   |                                      |  
|Total
      Assets                                      | $ | 52,451,343                           |  
|Total Long-term Obligations (1)                         |   | 1,972,200                            |  

| | (1) | Long-term obligations represent the fair
      value of stock options to be exercised by officers, directors, employees
      and consultants of the Company. These obligations were recorded as a
      liability since the option exercise price was stated in Canadian dollars,
      subjecting the Company and the employee to foreign currency exchange risk
      in addition to the normal market price fluctuation
  risk.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                       |   | Loss per share from Continuing Operations |   |   | Operating Revenues |  |   | Gross Profit |  |   | Loss from Operations |   |   | Net Loss from Continued Operations |  
|-------------------------------------- | - | ----------------------------------------- | - | - | ------------------ |  | - | ------------ |  | - | -------------------- | - | - | ---------------------------------- | -
|Fiscal Year Ended March 31, 2007       |   |                                           |   |   |                    |  |   |              |  |   |                      |   |   |                                    |  
|1stQuarter                             | $ | (0.01                                     | ) | $ | 0                  |  | $ | 0            |  | $ | (961,777             | ) | $ | (372,486                           | )
|2ndQuarter                             |   | (0.02                                     | ) |   | 206                |  |   | 206          |  |   | (746,292             | ) |   | (680,021                           | )
|3rdQuarter                             |   | (0.01                                     | ) |   | 90,000             |  |   | 90,000       |  |   | (610,310             | ) |   | (338,278                           | )
|4thQuarter                             |   | (0.01                                     | ) |   | 27,603             |  |   | 27,603       |  |   | (599,645             | ) |   | (422,160                           | )
|Fiscal Year Ended
      March 31, 2008 |   |                                           |   |   |                    |  |   |              |  |   |                      |   |   |                                    |  
|1stQuarter                             |   | (0.01                                     | ) |   | 0                  |  |   | 0            |  |   | (607,501             | ) |   | (323,415                           | )
|2ndQuarter                             |   | (0.02                                     | ) |   | 28                 |  |   | 28           |  |   | (1,348,069           | ) |   | (1,016,462                         | )
|3rdQuarter                             |   | (0.01                                     | ) |   | 1,103              |  |   | 1,103        |  |   | (1,123,605           | ) |   | (826,907                           | )
|4thQuarter                             |   | (0.02                                     | ) |   | 189,590            |  |   | 189,590      |  |   | (1,298,975           | ) |   | (1,147,689                         | )
|Fiscal Year Ended March 31, 2009       |   |                                           |   |   |                    |  |   |              |  |   |                      |   |   |                                    |  
|1stQuarter                             |   | (0.03                                     | ) |   | 571,862            |  |   | 571,862      |  |   | (1,683,572           | ) |   | (1,626,115                         | )
|2ndQuarter                             |   | (0.02                                     | ) |   | 717,460            |  |   | 717,460      |  |   | (1,432,677           | ) |   | (1,382,330                         | )
|3rdQuarter                             |   | (0.01                                     | ) |   | 545,224            |  |   | 545,224      |  |   | (930,305             | ) |   | (904,848                           | )
|4thQuarter                             |   | (0.02                                     | ) |   | 501,656            |  |   | 501,656      |  |   | (1,278,112           | ) |   | (1,274,461                         | )

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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 under the symbol GTH and on the NYSE Amex under the trade symbol HTM. 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, primarily, a development stage company and has just started receiving revenues from operating activities.

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For the fiscal year ended March 31, 2009, the Company is focused on:

| | 1) | optimizing the operation of the Unit I power plant at the Raft River, Idaho geothermal project (Raft River Unit I);                                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                           
| | 2) | evaluating flow test results from exploration well NHS-1, planning and permitting drilling and field development activities at Neal Hot Springs in Oregon;
| |    |                                                                                                                                                           
| | 3) | identifying potential buyers and negotiating a PPA for the Neal Hot Springs Project;                                                                      
| |    |                                                                                                                                                           
| | 4) | optimizing the operation of the San Emidio (formerly Empire) power plant in Nevada, and planning for repowering the existing plant;                       
| |    |                                                                                                                                                           
| | 5) | drilling one exploration drill hole and permitting for additional exploration drill holes at the San Emidio Project; and                                  
| |    |                                                                                                                                                           
| | 6) | the evaluation of potential new geothermal project acquisitions.                                                                                          

Raft River Unit I achieved commercial operation on January 3, 2008. During 2008, Raft River operated at 95 percent availability and averaged 9.8 megawatts for the year. A reverse osmosis filter system was added to the cooling water
system for the removal of higher than anticipated levels of chloride, which would damage plant equipment.

The Company has assembled a team of seven qualified technicians for the ongoing operation and maintenance of the Unit I power plant and planned future power plant units at Raft River. The team underwent operator training from Ormat and
is currently operating the plant unassisted.

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 Raft River Unit II and Unit III Idaho Power PPAs without submitting them to the Idaho Public
Utility Commission (IPUC) for approval in order to pursue larger capacity PPAs with other utilities. With the concurrence of Idaho Power, the Unit II and Unit III 10 megawatt contracts were voided without further obligation on either
party.

On September 26 2007, Idaho Power Company and the Company announced the signing of a new, 13-megawatt, full output power purchase agreement. Idaho Power submitted the new PPA to the IPUC for their final approval, which was granted on
January 16, 2008. The new PPA replaces the existing 10 megawatt, 20 year PPA and is part of Idaho Powers 2006 formal request for geothermal electricity under which the Company was named the sole successful bidder in March 2007.

The new PPA is for electricity sales of an annual average of 13-megawatts and has a 25-year term. It is the first contract signed as part of ongoing negotiations with Idaho Power for a total of 45.5 megawatts. Idaho Power and the
Company expect to be able to use this first contract as a template for advancing negotiations for the output from the planned Unit Three at Raft River and 26 megawatts of planned production from the Companys Neal Hot Springs project located in
southeast Oregon.

Eugene Water and Electric Board (EWEB), from Eugene, Oregon and U.S. Geothermal have signed a PPA with EWEB to purchase the full 13 megawatt annual electrical output of Raft River Unit II. With the execution of the EWEB PPA,
and the increase of Unit I under the new Idaho Power PPA, the total planned output from the Unit I and Unit II Raft River power plants is expected to 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. The ongoing negotiations with Idaho Power relating to Raft River Unit III and Neal Hot Springs and the signed EWEB PPA recognize that the PPAs are contingent upon extension of the federal Production Tax Credit,
successful resource drilling and an economically feasible resource discovery at Raft River and Neal Hot Springs.

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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 Inc. to purchase the electrical power output of Unit III.
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.

In May 2008, we acquired the geothermal assets, including a 3.6 net megawatt nameplate generating capacity power plant, from Empire Geothermal Power LLC and Michael B. Stewart, located in Washoe County, Nevada for approximately
$16.6 million.  The plant currently generates an approximate average net output of 3.1 megawatts, which is sold to Sierra Pacific Power Corporation.  Subject to the receipt of all required permits, we intend to repower the project using the
existing flow rate and build a new plant with 8 to 10 megawatts of capacity. When construction is complete, the existing 3.6 megawatt plant may be decommissioned. We believe the construction cost of the repower project will be approximately $25
to $26 million. Management is currently reviewing alternatives and believes project finance will be available for the development and construction. A new PPA for the amount of power above that is covered by the existing NV Energy PPA (
approximately 3 megawatts) will be required before financing can be completed. The method of financing the construction of the new power plant has not yet been determined.

Factors Affecting Our Results of Operations

Although other factors may impact our operations and financial condition, including many that we do not or cannot foresee, we believe that our results of operations and financial condition for the foreseeable future will be affected by
the following factors.

Raft River LLC

We hold a 50% interest in Raft River LLC, which owns Raft River Energy Unit I. Construction of Raft River Energy Unit I required substantial capital, and partnering with a co-venturer allowed us to share the risks and rewards of
ownership. The joint venture has also allowed us to take advantage of production tax credits which would not otherwise have been available to us. We estimate we will receive cash payments totaling approximately $1.6 million per year from the
Raft River Unit I project for the first four years of its operations from a water lease ($90,000), management fees ($250,000), sales proceeds from renewable energy credits ($160,000) and projected cash distributions available from
operations ($100,000).

We managed the construction of the Raft River Energy Unit I plant pursuant to our operating agreement with Raft River LLC.  Raft Holdings has contributed to Raft River LLC a total of approximately $34.2 million in cash and we have
contributed $16.4 million in cash and approximately $1.5 million in production and injection wells and geothermal leases through March 31, 2009.

Under the terms of the Operating Agreement, Raft River LLC is required to distribute the cash it holds that is not otherwise allocated to its liabilities or reserves to Raft Holding and us at the end of each fiscal quarter. Raft
Holdings is entitled to specific quarterly cash distributions in amounts outlined in the Operating Agreement. For the first four years after Raft River Unit I was placed into service, and once Raft Holdings has received cash distributions specified in the Operating Agreement, we are entitled to receive
available cash distributions up to a certain specified limit. Following this period and continuing until Raft Holdings has achieved a specified rate of return, we will receive a de minimis percentage of the available cash distributions. At such
time, we will receive less than half of all available cash distributions until the later of 20 years or the date we have achieve more than 30 megawatts of total net electrical generation capacity from geothermal resources in the United States under
our ownership or control or the economic equivalent thereof. However, at this time, we will be receiving a majority of the cash flow due to payments made to us as fees and royalties under separate energy and water rights agreements. Thereafter, we
will receive a significant majority of the available cash distributions for the remaining life of the project.

---

Raft River Unit I is currently selling between 8.5 and 9.5 megawatts of power to Idaho Power Company.  Raft River LLC has also entered into an agreement with Holy Cross Energy of Colorado for the sale of the RECs associated with the
Raft River Unit I power plant. Holy Cross Energy has agreed to pay a price of $7.50 per megawatt hour for the first 10 megawatts of generation on an annual basis.  The price for these RECs will decrease annually by $0.50 per megawatt until
the contract terminates in 2017. We also receive revenue from Raft River LLC from water and energy leases.

We use the equity method of accounting to account for the operating results of Raft River LLC over which we have significant influence due to our management of the operations and our participation on the management committee. Under the
equity method, we recognize our proportionate share of the net income (loss) of Raft River LLC in the line item Loss from investment in subsidiary.Once we begin to receive the significant
majority of the available cash distributions from Raft River LLC, we expect that Raft River Unit I will be accounted for as a consolidated entity.

Pursuant to a Management Services Agreement which continues until 2028, we provide operating and management services to Raft River LLC. We will receive approximately $250,000 per year for the next four year pursuant to this
agreement. Thereafter, modest adjustments to this amount will occur according to an escalator clause in the agreement.

Power Purchase Agreements

Prior to the construction of a geothermal project, we typically enter into a power purchase agreement with a utility, which fixes the price of energy produced at a project for a 20 to 25 year period.  Such PPAs are typically negotiated
with the utility company and approved by a state utility commission or similar regulating body.

Power purchase agreements generally provide for the payment of energy payments, capacity payments, or both.  Energy payments are calculated based on the amount of electrical energy delivered to the relevant power purchaser at a
designated delivery point. The rates applicable to such payments are either fixed, subject to adjustments in certain cases, or are based on the relevant power purchasers short-run avoided costs calculated as the incremental costs that the
power purchaser avoids by not having to generate such electrical energy itself or purchase it from others. Capacity payments, on the other hand, are generally calculated based on the amount of time that our power plants are available to generate
electricity. Some power purchase agreements provide for bonus payments in the event that the producer is able to exceed certain target levels and forfeiture of payments if minimum target levels are not met.

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Raft River Energy I LLC currently earns revenue from a full-output PPA with Idaho Power, which is expected to be 13-megawatts annual average. The PPA expires in 2032. This PPA was signed as part of ongoing negotiations with Idaho Power
for PPAs covering an expected total output of 45.5 megawatts and may be used as the template for additional PPAs. The price of energy sold under the Idaho Power PPA is split into three seasons: power produced during the peak periods of July, August,
November and December will be purchased at 120% of the set price; power produced in the three month low demand season will be purchased at 73.50% of the set price; and power produced in the remaining five months of the year will be purchased at 100%
of the set price. The PPA sets a first year average purchase price of $53.60 per megawatt hour. The $53.60 purchase price is escalated each year at a compound annual rate of 2.1% until year 15. From years 16 to 25 of the contract the
escalation rate will drop to 0.6% per year.

Power generated by San Emidio is sold to Sierra Pacific Power Corp. (NV Energy) pursuant to a 30 year PURPA PPA that terminates in December 2017. The PPA includes energy and capacity payment components, as well as peak and off-peak
rates. The average power price received in 2008 is approximately $77.00 per megawatt hour.  Contract prices are adjusted annually on March 1 based upon the Handy-Whitman price index, total steam production plant category, as specified by Nevada
Public Utility Commission standards for PURPA contracts.

Results of Operations

Fiscal Year Ended March 31, 2009 to March 31, 2008

For the years ended March 31, 2009 and 2008, we incurred net losses of $5,091,863 and $3,314,473 which represented ($0.08) and ($0.06) per share; respectively.  The increase from 2008 to 2009 was $1,777,390 (53.6%) .
These figures are indicative of several factors that are both financially favorable and unfavorable.  As discussed in more detail in the following paragraphs, the figures are primarily attributable to management fee income, corporate administrative
and development, professional and management fees, salaries and related costs, lease and repair costs, as well as the operations of the subsidiary and the newly acquired power plant.

Management Fee Income

For the year ended March 31, 2008, management fee income increased $187,500 compared to the same period in 2008. Management fees are earned by the Company from its subsidiary RREI at a rate of $20,833 per month ($250,000
annual).  These fees began when the plant became operational in January 2008. In the fiscal year ended March 31, 2008, the Company earned 3 months of management fees. For the fiscal year ended March 31, 2009, the Company earned fees for an entire
year.

Corporate Administration and Development

Administrative and development costs increased by $173,010 (28.9%) from the prior year. The primary components of the increase were the increases in exchange filing fees ($25,400), insurance ($58,000) and administration
office rent ($50,500). The Company moved into a new building in January 2008.  Therefore, the prior fiscal year only included three months of the higher rental costs for the new building.

Professional and Management Fees

For the year ended March 31, 2009, professional and management costs increased $151,545 (17.9%) compared to the same period in 2008. The increase was primarily due to additional audit fees, compliance with Sarbanes-Oxley Act and
contractors involved in plant support.  The financial statement audit fees increased approximately $25,000 due to the larger scope of the audit engagement related to the Companys new entities. To comply with the Sarbanes-Oxley Act, additional audit fees of approximately
$35,000 were incurred and additional consulting fees of $61,300 were incurred for a total of $136,000 for the fiscal year. An incremental amount of approximately $83,000 was paid to outside contractors that supported the operations
of our primary subsidiary.  These contractors were performing water testing and general plant operational support.

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Salary and Related Costs

For the year ended March 31, 2009, our salary costs increased $563,324 (91.2%) as compared to 2007.  There have not been notable changes in the number of management and development employees, pay scales or other benefits.  Prior to
January 3, 2008, the Companys primary subsidiary was in a development stage, and directly involved efforts from management and development employees. Accordingly, their salaries and related costs (approximately $455,000 and $437,000
for the fiscal years ended 2008 and 2007; respectively) were allocated to the subsidiary.  After the subsidiary became operational in 2008, the amount of salary costs from management and development employees were significantly reduced at the
subsidiary level and now are carried at the corporate level.

Land Lease and Reservation Fees

For the year ended March 31, 2009, the lease and equipment maintenance costs increased $146,986 (211.5%) as compared to 2008. During the year, the Company began lease payments for utility line reservation fees of $101,928.
Additional lease payments for geothermal water rights were incurred that amounted to over $81,000. Of that amount, $41,000 was for geothermal lease rights for the exploration activities conducted by the new joint venture company Gerlach
Geothermal, LLC.

Gain/Loss on Investment in Subsidiary (Raft River Energy I, LLC)

For the fiscal year ended March 31, 2009, the Companys portion of net gain reported by RREI was $539,815. This was an increase of $533,336 in the gain reported in the same period ended in 2008. According to contractual
allocation of profits/losses (USG portion 1%) and renewable energy credits (USG portion 70%), the company can show a profit even though RREI reflects a loss for the period.

The plant became commercially operational on January 3, 2008.  The quarterly financial information is presented in the table below. The operating loss experienced in the first 3 quarters of commercial operations reflects the effect of
reduced power generation due to plant startup in winter conditions, completion of construction punch list activities and the resulting higher labor costs, and increased chemical treatment costs for the reduction of elevated chloride in the cooling
water circuit that were higher than anticipated. In addition, the mechanical failure of the pump in production well RRG-2 caused several weeks of reduced power generation and the associated lost revenues.  The quarter ended December 26, 2008, was
the first quarter that RREI reported a profit. The drop in revenues and the related net loss reported in the quarter ended March 27, 2009 was related to the decline in temperature for one of the four production wells (RRG-7) and the lower contracted
power rate for the month of March. The temperature reduction for well RRG-7 is an on-going condition that is still being addressed. Under the terms of the PPA, the Company was paid 100% of the contracted power rate for the months of January and
February. In March, the Company is paid the lower seasonal rate of 73.5% of the contracted power rate.

Select quarterly financial information for RREI is illustrated as follows:

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|                   |   |                 |  |   | Net Income (Loss) |  
|------------------ | - | --------------- |  | - | ----------------- | -
|                   |   | Total Operating |  |   |                   |  
|Quarter Ended:     |   | Revenues        |  |   | Total             |  
|                   |   |                 |  |   |                   |  
|March 28, 2008     | $ | 1,025,459       |  | $ | (406,606          | )
|June 27, 2008      |   | 1,126,051       |  |   | (119,141          | )
|September 26, 2008 |   | 1,408,357       |  |   | (319,558          | )
|December 26, 2008  |   | 1,625,010       |  |   | 426,339           |  
|March 27, 2009     |   | 1,355,582       |  |   | (14,170           | )

San Emido, Nevada Plant Energy Sales and Plant
Operating Expenses

During the fiscal year ended March 31, 2009, the
Company reported operating revenues of $1,449,696 (energy sales $1,416,853 and
production energy credit and other $32,843) and plant expenses of $2,265,277.
Effective May 1, 2008, the Company purchased and began operating a geothermal
power plant located in North Western Nevada. Therefore, this was the first year
the Company reported revenues and expenses from this plant.

Energy sales revenues were higher in the quarter
ended September 30, 2008 due to regular plant production and premium contracted
rates. Based upon the terms of the PPA, premium rates are paid during the months
June through September. The plant was not as productive in the quarters ended
December 31, 2008 and March 31, 2009 due to the down time experienced while
extensive repairs and maintenance was conducted.

Significant repair and maintenance costs were
incurred during the quarters ended December 31, 2008 and March 31, 2009. Repairs
and other improvements have been made that are expected to reduce operating
costs, as well as increase power generation. During the last fiscal year, the
Company has spent over $164,000 making various repairs to allow the facility to
continue to generate power until the repower or replacement of the power plant
facility is completed. Items included in the repairs and maintenance total
includes repair of electrical breakers and system controls, repair pentane
storage and transfer system, gear box and drive shaft alignments on all OECs and
cooling tower fans, repair leaking condenser tubes, replace turbine inlet
gaskets, modification of OEC oil cooler water supply pipelines, replacement of
leaking brine valves on the OECs and replacement of check valve on production
pump 76-16. With these repairs, the power plant facility should continue to
provide operating revenues and generate positive cash flow to the
Company.

Select quarterly financial information for the
plant is illustrated as follows:

|                      |  |          |  |   | Total     |  |   |          |   |   |           |  
|--------------------- |  | -------- |  | - | --------- |  | - | -------- | - | - | --------- | -
|                      |  | MWH      |  |   | Operating |  |   |          |   |   |           |  
|Quarter Ended:        |  | Produced |  |   | Revenues  |  |   | Net Loss |   |   | Cash Flow |  
|                      |  |          |  |   |           |  |   |          |   |   |           |  
|June 30, 2008 *       |  | 3,211    |  | $ | 273,635   |  | $ | (215,769 | ) | $ | (85,970   | )
|September 30, 2008 ** |  | 5,649    |  |   | 529,383   |  |   | (63,779  | ) |   | 131,267   |  
|December 31, 2008 **  |  | 4,097    |  |   | 337,272   |  |   | (268,918 | ) |   | (71,977   | )
|March 31, 2009        |  | 3,808    |  |   | 309,406   |  |   | (267,114 | ) |   | (65,402   | )
|                      |  | 16,765   |  | $ | 1,449,696 |  | $ | (815,580 | ) | $ | (92,082   | )

| | *  | - two months of
    operations.                                                 
| | -- | --------------------------------------------------------------------------------
| |    |                                                                                 
| | ** | - Net Loss reflects a reclassification
      adjustment of $122,059 in expenses.

---

Fiscal Year Ended March 31, 2008 to March 31, 2007

For the years ended March 31, 2008 and 2007, we incurred net losses of $3,314,473 and $1,812,945 which represented ($0.06) and ($0.04) per share; respectively.  The increase from 2007 to 2008 was $1,501,528 (82.8%) .
These figures are indicative of high levels of activities related to our efforts to develop, study and establish financing for our geothermal interests, as detailed below.

Operating Revenues

On January 3, 2008, the Companys first plant became commercially operational. As a result, the Company began receiving operating revenues for management fees and lease and royalty payments.

Gain/Loss on Operations of Subsidiary

The Companys share of the operating profit/loss from the Companys major subsidiary was a gain in 2008 ($6,479) as opposed to a loss in 2007 ($3,365), an improvement of $9,844 from the prior year. According to
contractual allocation of profits/losses (USG portion 1%) and renewable energy credits (USG portion 70%), the company can show a profit even though RREI reflects a loss for the period. The subsidiary began commercial operations in January 2008 and
costs are being incurred to optimize production levels. The Raft River Unit I plant is currently operating at between 9.6 to 11.7 megawatts output which is still below the design capacity. The plant has not yet been able to drop the purchases of
third party power to run the production pumps as originally planned. The pump power purchases have increased the plant operating costs.

Corporate Administration and Development Activities

Administrative and development costs increased by $364,121 (168.6%) from the prior year. The primary component of the increase was the filing fee and other related costs for listing on the Toronto Stock Exchange ($269,273).
Also, there were modest increases in insurance and depreciation costs.

Professional and Management Fees

Professional costs remained at a high level to support the legal and other consulting efforts to needed to comply with the Sarbanes-Oxley Act ($74,200), issue private placement offerings ($49,900), filing of a resale
registration statement ($48,900), negotiate the terms of the Raft River Energy operating agreement ($45,200) and amend prior year tax returns ($21,100). Professional and management costs of $845,908 represent 17.6% of total operating
expenses for the fiscal year ended March 31, 2008. These costs increased $137,384 (19.4%) and $423,218 (100.1%) from 2007.

Stock-Based Compensation Costs

Stock-based compensation represents 39.7% of the Companys operating expenses for the fiscal year ended March 31, 2008. These costs increased $774,563 (68.6%) from the prior year. The main reason for the increase is number of
options granted to directors, officers and employees in fiscal years ending March 31, 2007 and 2008.  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 the fiscal year ended March 31, 2008, we attained several significant milestones (moving to Toronto Stock Exchange, moving to American Stock Exchange (now NYSE Amex), completion of Raft River Unit I, etc.) which necessitated
recognition of the significant work effort of our directors, executives and employees for current and prior years.

---

Liquidity and Capital Resources

We believe our cash and liquid investments at March 31, 2009 are adequate to fund our general operating activities through March 31, 2010. Additional funding will be needed to finance the expansion of production volumes at Raft River
and the development of the San Emidio, Nevada and Neal Hot Springs, Oregon projects. We anticipate that the additional funding may be raised through the issuance of shares and/or through the sale of ownership interest in tax credits and
benefits.

The current financial credit crisis is not anticipated to impact the ability of our customers, Idaho Power Company and Sierra Pacific Power, to pay for their power. This power is sold under long-term contracts at fixed prices to large
utilities. Projections for 2009 indicate that both projects, Raft River and San Emidio, will generate positive cash flows to the Company.  However, the current status of the credit and equity markets could delay our project development activities
while the Company seeks to obtain economic credit terms or a favorable equity market price to further the drilling and construction activities. The Company continues discussions with potential investors to evaluate alternatives for funding at the
corporate and project levels.  We are also pursuing available DOE loan guarantees in order to reduce interest costs for any debt instruments the Company may require.  At the current market price for the Companys stock, we do not anticipate
that additional funding will result from the exercise of current stock options or warrants.

In these difficult times, the Company has also implemented procedures to conserve cash, reduce costs and maximize revenue.  At the corporate level, we have suspended drilling activities, cancelled non-essential consulting contracts and
are reducing all non-critical expenditures. At the project level, Raft River and San Emidio are increasing efforts to reduce operating costs and will continue to find additional cost savings. The Company has instituted a wage and salary freeze for
all employees effective January 1, 2009. The wage and salary freeze means that we will not be granting merit pay increases until economic conditions improve and we are able to finance the Company in the equity markets. In addition, the Company has
required that employees contribute a share of the medical insurance premiums for dependent coverage. The Company will continue to pay 100% of the insurance premiums for the employees.

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.

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 geothermal water rights.  The Companys first power plant became operational in January 2008.  When the plant became operational, plant property and equipment costs were charged
to operations in a systematic manner based upon the estimated useful lives of the individual assets. 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.

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 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 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

Effective April 1, 2007, the Company adopted a
standard that states that if certain conditions are present surrounding the
issuance of equity instruments as share based 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 before 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 amortizes the value of these options as operating expense during the
period in which they vest. Stock options awarded to Company employees are also
valued on the date they are awarded. However, the value of these options are
capitalized and expensed 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.

Contractual
Obligations

As of March 31, 2009, the following table denotes
contractual obligation by payments due for each period:

|                           |   | Total     |  |   | < 1 year |  |   | 1-3 years |  |   | 3-5 years |  |   | > 5 years | 
|-------------------------- | - | --------- |  | - | -------- |  | - | --------- |  | - | --------- |  | - | --------- | 
|Operating Leases           | $ | 538,841   |  | $ | 143,377  |  | $ | 208,971   |  | $ | 87,702    |  | $ | 98,791    | 
|Capital Leases             |   | 49,943    |  |   | 10,998   |  |   | 24,573    |  |   | 14,372    |  |   | 0         | 
|Stock Compensation Payable |   | 1,933,255 |  |   | 109,504  |  |   | 1,545,038 |  |   | 278,713   |  |   | 0         | 

For further information regarding lease terms and
conditions, please note Item 2, Description of Property, Lease/Royalty Terms
beginning on page 28 of this document.

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.

---

Off Balance Sheet Arrangements

As of March 31, 2009, the Company does not have any off balance sheet arrangements.

Item 8. Financial Statements and Supplementary Data

The information required hereunder is set forth under Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated
Statements of Comprehensive Income (Loss) and Stockholders Equity (Deficit), Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements included in the consolidated financial statements
that are a part of this Report (See Part IV, Item 15, exhibit 13.1) . Other financial information and schedules are included in the consolidated financial statements that are a part of this Report.

---

PART IV

Item 15. Exhibits

(a)

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 report.

2.

Financial Statement Schedules.

See Exhibit 13.2 for the following Financial Statement Schedules filed as part of this report:

Financial Statements for Raft River Energy I LLC

Report of Independent Auditors

Balance Sheets at November 28, 2008 and November 30, 2007

Statements of Operations for the periods ended November 28, 2008 and November 30, 2007

Statements of Cash Flows

Statement of Members Equity

Notes to the Financial Statement

3.

Exhibits. See subparagraph (b) below.

(b)

Exhibits.

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. Geothermal Inc.
      (formerly U.S. Cobalt Inc.) (Incorporated by reference to exhibit 3.4 to the registrants Form 10-Q quarterly report as filed
      on February 14, 2008)                                                                                           
|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)                                                                                                   
|4.4            | Form of Subscription Agreement
      (Incorporated by reference as exhibit 10.2 to the registrants Form 8-K current report as filed on May 2,
      2008)                                                                                                                               
|4.5            | Form of Warrant
      (Incorporated by reference as exhibit 10.3 to the registrants Form
      8-K current report as filed on May 2, 2008)                                                                                                                                              
|4.6            | Form of Broker Warrant
      (Incorporated by reference as exhibit 10.4 to the registrants
      Form 8-K current report as filed on May 2, 2008)                                                                                                                                       
|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)                                                                                                        
|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 | Employment Agreement dated January
      1, 2009 with Kerry D. Hawkley (Incorporated by reference to exhibit 10.16 to the registrants Form 10-K annual
      report as filed on June 15, 2009)                                                                                                                                                                                                                          
|10.15 | Employment
      Agreement dated January 1, 2009 with Douglas J. Glaspey (Incorporated
      by reference to exhibit 10.16 to the registrants Form
      10-K annual report as filed on June 15, 2009)                                                                                                                                                                                                                  
|10.16 | 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)                                                                                                                   

---

|10.17 | 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)                                      
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 | 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)
|10.19 | 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)                                                                                                                    
|10.20 | 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.)                                                                                                     
|10.21 | 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)                                                        
|10.22 | 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) *                                                          
|10.23 | 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)                                                                  
|10.24 | 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).                                                                                                     
|10.25 | 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).                                                                        
|10.26 | 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)                
|10.27 | 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)                                                               
|10.28 | 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).                                                                                                 
|10.29 | 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)                                                                 
|10.30 | 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).                             

---

|10.31(2) | Management
      Services Agreement, dated as of August 9, 2006, between Raft River
      Energy I LLC and U.S. Geothermal Services, LLC                                                                                                                                                                                                        
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.32    | 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).
|10.38    | Geothermal Lease and Agreement
      dated August 1, 2007, between Bureau of Land Management and U.S. Geothermal Inc. (Incorporated by reference as
      exhibit 10.38 to the registrants Form 10-K as filed
      on June 16, 2008)                                                                                                          
|10.39    | 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)                                                             
|10.40    | Underwriting Agreement dated April
      28, 2008 between U.S. Geothermal, Inc. and Clarus Securities Inc., Toll Cross Securities Inc. and Loewen Ondaatje
      McCutcheon Limited (Incorporated by reference as
      exhibit 10.1 to the registrants Form 8-K current report as filed on May 2, 2008)                                       
|10.41(2) | Report of Independent Registered Public
      Accounting Firm                                                                                                                                                                                                                                                                                   
|10.42    | 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.)                                                                                                            
|13.1(2)  | Consolidated Financial Statements of U.S.
      Geothermal Inc. as of March 31, 2009                                                                                                                                                                                                                                                            
|13.2(2)  | Financial Statements Raft River
      Energy I LLC at November 28, 2008 and November 30, 2007 and for the periods then ended together with the Report of the
      Independent Auditors                                                                                                                                                         
|21.1(1)  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                  
|23.1(2)  | Consent of BehlerMick P.S.                                                                                                                                                                                                                                                                                                                      
|23.2(2)  | Consent of GeothermEx Inc.                                                                                                                                                                                                                                                                                                                      
|23.3(2)  | Consent of Teplow Geologic                                                                                                                                                                                                                                                                                                                      
|23.4(2)  | Consent of Black Mountain Technology                                                                                                                                                                                                                                                                                                            
|23.5(2)  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                                           
|23.6(2)  | Consent of Geothermal Science, Inc.                                                                                                                                                                                                                                                                                                             
|31.1(2)  | Certification of Chief Executive
      Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                        
|31.2(2)  | Certification of
      Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                  
|32.1(2)  | Certification of Chief Executive
      Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                        
|32.2(2)  | Certification of
      Chief Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                  

(1)  Previously filed.         (2)  Filed herewith.

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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.                 
|---------------- | -------------------------------------
|                 |                                      
|October 23, 2009 |                                      
|                 | /s/ Daniel J. Kunz                   
|                 | Daniel J. Kunz                       
|                 | Chief Executive Officer and President
|                 | (Principal Executive Officer)        

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