-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FX34kwvTPnSaDaVRoDp0rQjFIT/3WwuqbF6eXYmdjcN5VN7QjT1sJJ0jaQEy7lTV fghH8sZQ7Lw2DYIJANyeVw== 0001193125-10-065361.txt : 20100324 0001193125-10-065361.hdr.sgml : 20100324 20100324122747 ACCESSION NUMBER: 0001193125-10-065361 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100324 DATE AS OF CHANGE: 20100324 GROUP MEMBERS: ARTHUR RICHARDS RULE GROUP MEMBERS: RESOURCE CAPITAL INVESTMENT CORPORATION GROUP MEMBERS: RULE FAMILY TRUST UDT 12/17/98 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US GEOTHERMAL INC CENTRAL INDEX KEY: 0001172136 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 841472231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83831 FILM NUMBER: 10701121 BUSINESS ADDRESS: STREET 1: 1505 TYRELL LANE CITY: BOISE STATE: ID ZIP: 83706 BUSINESS PHONE: 208-424-1027 MAIL ADDRESS: STREET 1: 1505 TYRELL LANE CITY: BOISE STATE: ID ZIP: 83706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXPLORATION CAPITAL PARTNERS 2005 L P CENTRAL INDEX KEY: 0001334798 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 7770 EL CAMINO BLVD CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: 800-611-0827 MAIL ADDRESS: STREET 1: 7770 EL CAMINO BLVD CITY: CARLSBAD STATE: CA ZIP: 92009 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

U.S. Geothermal Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

56270F

(CUSIP Number)

March 16, 2010

(Date of Event which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. 56270F    Page 2 of 11

 

 

NAME OF REPORTING PERSON

 

Exploration Capital Partners 2005 Limited Partnership

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0

   6     

SHARED VOTING POWER

 

5,285,000

   7     

SOLE DISPOSITIVE POWER

 

0

   8     

SHARED DISPOSITIVE POWER

 

5,285,000

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,285,000

10  

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11  

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.6%

12  

 

TYPE OF REPORTING PERSON

 

PN


CUSIP No. 56270F    Page 3 of 11

 

 

NAME OF REPORTING PERSON

 

Resource Capital Investment Corporation

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Nevada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0

   6     

SHARED VOTING POWER

 

5,285,000

   7     

SOLE DISPOSITIVE POWER

 

0

   8     

SHARED DISPOSITIVE POWER

 

5,285,000

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,285,000

10  

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11  

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.6%

12  

 

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 56270F    Page 4 of 11

 

 

NAME OF REPORTING PERSON

 

Rule Family Trust udt 12/17/98

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0

   6     

SHARED VOTING POWER

 

5,285,000

   7     

SOLE DISPOSITIVE POWER

 

0

   8     

SHARED DISPOSITIVE POWER

 

5,285,000

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,285,000

10  

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11  

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.6%

12  

 

TYPE OF REPORTING PERSON

 

OO


CUSIP No. 56270F    Page 5 of 11

 

 

NAME OF REPORTING PERSON

 

Arthur Richards Rule

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

3  

SEC USE ONLY

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

SOLE VOTING POWER

 

0

   6     

SHARED VOTING POWER

 

5,285,000

   7     

SOLE DISPOSITIVE POWER

 

0

   8     

SHARED DISPOSITIVE POWER

 

5,285,000

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,285,000

10  

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11  

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.6%

12  

 

TYPE OF REPORTING PERSON

 

IN


CUSIP No. 56270F    Page 6 of 11

 

Item 1(a). Name of Issuer:

U.S. Geothermal Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

1505 Tyrell Lane

Boise, Idaho 83706

Item 2

(a). - (c).Name, Principal Business Address and Citizenship of Persons Filing:

 

  (1) Exploration Capital Partners 2005 Limited Partnership (“Exploration Capital 2005”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: California

 

  (2) Resource Capital Investment Corporation (“RCIC”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: Nevada

 

  (3) Rule Family Trust udt 12/17/98 (the “Trust”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: California

 

  (4) Arthur Richards Rule (“Mr. Rule”)

7770 El Camino Real

Carlsbad, California 92009

Citizenship: California

 

Item 2(d). Title of Class of Securities: Common Stock, par value $0.001 per share

 

Item 2(e). CUSIP Number: 56270F

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)    ¨    Broker or dealer registered under Section 15 of the Exchange Act.
(b)    ¨    Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)    ¨    Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)    ¨    Investment company registered under Section 8 of the Investment Company Act.
(e)    ¨    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)    ¨    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)    ¨    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j)    ¨    A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(k)    ¨    Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:                         


CUSIP No. 56270F    Page 7 of 11

 

Not Applicable

 

Item 4. Ownership.

The information in items 1 and 5 through 11 on the cover pages (pp. 2-5) on Schedule 13G is hereby incorporated by reference.

This Statement is filed by (i) Exploration Capital 2005, as the direct beneficial owner of 5,285,000 shares of Common Stock of the Issuer (including 1,095,000 immediately exercisable share purchase warrants); (ii) by virtue of its position as General Partner of Exploration Capital 2005, by RCIC; (iii) by virtue of its indirect ownership and control of Exploration Capital 2005 (as owner of 100% of RCIC), by the Trust; and (iv) by virtue of his positions with RCIC and ownership interest in the Trust, as described in the following sentence, by Mr. Rule. Mr. Rule is President and a Director of RCIC and, with his wife, is co-Trustee of the Trust, which owns 100% of RCIC.

 

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable

 

Item 9. Notice of Dissolution of Group.

Not Applicable


CUSIP No. 56270F    Page 8 of 11

 

Item 10. Certification.

By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 56270F    Page 9 of 11

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: March 23, 2010     Exploration Capital Partners 2005 Limited Partnership
    By: Resource Capital Investment Corporation, its general partner
    By:   /s/    GRETCHEN CARTER        
      Gretchen Carter, Secretary/Treasurer
Date: March 23, 2010     Resource Capital Investment Corporation
    By:   /s/    GRETCHEN CARTER        
      Gretchen Carter, Secretary/Treasurer
Date: March 23, 2010     Rule Family Trust udt 12/17/98
    By: Arthur Richards Rule, Trustee
    By:   /s/    GRETCHEN CARTER        
      Gretchen Carter, Attorney-in-Fact
Date: March 23, 2010     Arthur Richards Rule, individually
    By:   /s/    GRETCHEN CARTER        
      Gretchen Carter, Attorney-in-Fact


EXHIBIT 1

AGREEMENT TO FILE JOINTLY

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of U.S. Geothermal Inc. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

Date: March 23, 2010     Exploration Capital Partners 2005 Limited Partnership
    By: Resource Capital Investment Corporation, its general partner
    By:   /s/    GRETCHEN CARTER        
      Gretchen Carter, Secretary/Treasurer
Date: March 23, 2010     Resource Capital Investment Corporation
    By:   /s/    GRETCHEN CARTER        
      Gretchen Carter, Secretary/Treasurer
Date: March 23, 2010     Rule Family Trust udt 12/17/98
    By: Arthur Richards Rule, Trustee
    By:   /s/    GRETCHEN CARTER        
      Gretchen Carter, Attorney-in-Fact
Date: March 23, 2010     Arthur Richards Rule, individually
    By:   /s/    GRETCHEN CARTER        
      Gretchen Carter, Attorney-in-Fact


EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints JEFFREY HOWARD and GRETCHEN CARTER, and each of them, his true and lawful attorneys-in-fact and agents with full power to sign for the undersigned and in the name, place and stead of the undersigned, in any and all capacities, any report required to be filed with the Securities and Exchange Commission pursuant to either Section 13 or 16 of the Securities Exchange Act of 1934 and any successor or alternate provisions thereto (the “Exchange Act”) of securities of all entities in which the undersigned may, from time to time, have direct or indirect ownership interests, on, without limitation, Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 or any other such schedules or forms as may be designated by the Securities and Exchange Commission for such purpose, and any and all amendments thereto and any and all exhibits and other documents necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents, and each of them, full power of substitution and revocation in the premises, and generally to do and perform each and every act and thing which said attorneys-in-fact and agents, and each of them, may deem necessary or advisable to facilitate compliance with the provisions of said sections of the Exchange Act, and all regulations of the Securities and Exchange Commission thereunder, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or any substitute or substitutes for any or all of them, may do or cause to be done by virtue of these presents.

IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney this 22nd day of October, 2004.

 

/s/    ARTHUR RICHARDS RULE
Arthur Richards Rule
RULE FAMILY TRUST U/D/T 12/17/98
By:   /s/    ARTHUR RICHARDS RULE        
  Arthur Richards Rule, as trustee
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