U.S. Geothermal Inc.: Exhibit 10.41 - Prepared by TNT Filings Inc.




  




Exhibit 10.41



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of U.S. Geothermal Inc.

We have audited the accompanying consolidated
balance sheets of U.S. Geothermal Inc. as of March 31, 2009 and 2008, and the
related statements of operations and comprehensive loss, changes in
stockholders' equity and cash flows for the years ended March 31, 2009, 2008 and
2007. We also have audited U.S. Geothermal Inc.'s internal control over
financial reporting as of March 31, 2009, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). U.S. Geothermal Inc.'s
management is responsible for these financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting, included in the
accompanying Management's Annual Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on these financial
statements and an opinion on the company's internal control over financial
reporting based on our audits. 

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the financial statements
included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audits provide
a reasonable basis for our opinions.

A company's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit the preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of 
unauthorized acquisition, use, or disposition of the company's assets that could
have a material effect on the financial statements. 

 





Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluations of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of U.S. Geothermal Inc. as of March 31, 2009 and 2008 and the 
results of its operations and its cash flows for the years ended March 31, 2009,
2008 and 2007, in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, U.S. Geothermal Inc.
maintained, in all material respects, effective internal control over financial
reporting as of March 31, 2009, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

As discussed in Note 2 to the
consolidated financial statements, certain errors resulting in an understatement
of previously reported investments and income from investments in
non-consolidated subsidiary, as of March 31, 2009, 2008 and 2007, were
discovered by management of the Company during the current year. Accordingly,
adjustments have been made to investments, gain from subsidiary and accumulated
deficit as of March 31, 2009 and 2008, to correct these errors. 



/s/ BehlerMick PS

BehlerMick PS

Spokane, Washington

June 10, 2009, except Note 2 which is dated October 22, 2009