Current Report Filing (8-k)
April 06 2015 - 11:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange
Act of 1934
Date of Report- March 31, 2015
(Date of earliest event reported)
US GEOTHERMAL INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware |
001-34023 |
84-1472231 |
(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification |
|
|
No.) |
390 E Parkcenter Blvd, Suite 250, Boise, Idaho 83706
(Address of principal executive offices) (Zip Code)
208-424-1027
(Registrants Telephone Number,
Including Area Code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 4.01 |
Changes in Registrants Certifying
Accountant |
(a) Dismissal of Independent Registered
Public Accounting Firm
On March 31, 2015, the Audit Committee of U.S. Geothermal Inc.
(the Company) approved the resignation of MartinelliMick PLLC
(MartinelliMick), as the Companys independent registered public accounting
firm.
The reports of MartinelliMick on the consolidated financial
statements of the Company for the fiscal years ended December 31, 2014 and 2013
did not contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting
principle.
During the two fiscal years ended December 31, 2014 and 2013
and through March 31, 2015, (1) there were no disagreements (as described in
Item 304(a)(1)(iv) of Regulation S-K) with MartinelliMick on any matter of
accounting principle or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
MartinelliMick, would have caused MartinelliMick to make reference thereto in
its report on the financial statements for such periods, and (2) there were no
reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
In accordance with Item 304(a)(3) of Regulation S-K, the
Company provided MartinelliMick with a copy of this Current Report on Form 8-K
before it was filed with the Securities and Exchange Commission (the SEC) and
requested that MartinelliMick furnish it with a letter addressed to the SEC
stating whether MartinelliMick agrees with the above statements. A copy of such
letter, dated March 31, 2015, is filed as Exhibit 16.1 hereto.
(b) Engagement of Independent
Registered Public Accounting Firm
On March 31, 2015, the Audit Committee approved the appointment
of Moss Adams LLP (Moss Adams) as the Companys independent registered public
accounting firm for the year ending December 31, 2015.
During the two fiscal years ended December 31, 2014 and 2013
and through March 31, 2015, the Company did not consult with Moss Adams on any
matters or events set forth in Item 304(a)(2) of Regulation S-K.
Item 9.01 |
Financial Statements and Exhibits
|
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 hereunto duly authorized.
Dated: April 6, 2015 |
U.S. Geothermal Inc.
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|
|
|
|
By: |
/s/ Kerry D. Hawkley |
|
|
Kerry D. Hawkley |
|
|
Chief Financial Officer
|
March 31, 2015
Office of the Chief Accountant
Securities and
Exchange Commission
100 F Street, N.E.
Washington, DC
20549
Ladies and Gentlemen:
We have read Item 4.01 of the current report on Form 8-K
dated March 31, 2015, of U.S. Geothermal, Inc. to be filed with the Securities
and Exchange Commission. We are in agreement with the statements in the
paragraphs within section 4.01(a) as they relate to our firm. We have no basis
to agree or disagree with any other statements of the registrant contained in
the current report.
Sincerely,
MartinelliMick PLLC
Spokane, WA
www.martinellimick.com
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