US Geothermal Inc.: Exhibit 10.41 - Prepared by TNT Filings Inc.




  





Exhibit 10.41





Certified Public Accountants & Business Consultants


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 evaluation 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). 

/s/ Williams & Webster, P.S.      


Williams & Webster, P.S. 

Certified Public Accountants 

Spokane, Washington June 10, 2009