UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                   FORM 10-QSB
(Mark One)
         [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
             Securities Exchange Act of 1934
         For the quarterly period ended September 30, 2004

         [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934 For the transition period from ____________ to
             ____________

                          Commission File No. 000-30657

                           ---------------------------

                            Raser Technologies, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                    Utah                                          87-0638510
         (State or other jurisdiction of                       (I.R.S. Employer
         incorporation or organization)                      Identification No.)

                      5152 North Edgewood Drive, Suite 375
                                Provo, Utah 84604
               (Address of principal executive offices, zip code)

                                 (801) 765-1200
              (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 the past 90 days.
Yes [ X ] No [ ]

There were 48,431,419 shares of the registrant's common stock, par value $0.01,
on November 4, 2004.

Transitional Small Business Disclosure Format (Check one):  Yes [  ]   No [ X ].


<PAGE>
    -------------------------------------------------------------------------

                            Raser Technologies, Inc.
                                   Form 10-QSB
                                Table of Contents


                                                                        Page No.
                                                                        --------
Part I    Financial Information

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets as of September 30, 2004
          and December 31, 2003                                                1

          Condensed Consolidated Statements of Operations for the Three
          Months Ended September 30, 2004 and September 30, 2003               2

          Condensed Consolidated Statements of Operations for the Nine
          Months Ended September 30, 2004 and September 30, 2003               3

          Condensed Consolidated Statements of Operations,
          Cumulative from Inception through September 30, 2004                 4

          Condensed Consolidated Statements of Cash Flows for the Nine
          Months Ended September 30, 2004 and September 30, 2003               5

          Notes to Condensed Consolidated Financial Statements                 6

Item 2.   Management's Discussion and Analysis or Plan of Operation            8

Item 3.   Controls and Procedures                                             17

Part II   Other Information

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         19

Item 6.   Exhibits                                                            20

Signatures                                                                    22



<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                            RASER TECHNOLOGIES, INC.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                                          September 30, 2004
ASSETS                                                                    (Unaudited)         December 31, 2003
<S>                                                                   <C>                     <C>
Current assets:
   Cash and cash equivalents                                          $          3,140,552    $            231,703
   Prepaid insurance                                                                87,362                       -
   Other Current Assets                                                              1,116                       -
                                                                      --------------------- -----------------------

Total current assets                                                             3,229,030                 231,703

Equipment, net                                                                     100,358                  31,682
Patents and trademarks                                                             107,183                  28,137
Other assets                                                                         8,352                   8,352
                                                                      --------------------- -----------------------

Total Assets                                                          $          3,444,923    $            299,874
                                                                      ===================== =======================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Convertible debenture                                              $            200,000    $                  -
   Accounts payable                                                                 80,094                  69,439
   Accrued liabilities                                                               8,916                  27,107
   Unearned Revenues                                                                10,000                       -
                                                                      --------------------- -----------------------
Total Current Liabilities                                                          299,010                  96,546

Stockholders' equity:
   Common stock; $.01 par value; 100,000,000 shares authorized                     475,307                 463,060
        47,530,700 and 46,306,000 shares issued and outstanding,
        respectively.
   Series B Convertible Preferred stock; $.01 par value, 5,000,000                      42                       -
        shares authorized, 4,240 shares issues and outstanding on
        September 30, 2004.
   Additional paid in capital                                                    8,919,772                 816,089
   Deficit accumulated during the development stage                             (6,249,208)             (1,075,821)
                                                                      --------------------- -----------------------

Total stockholders' equity / (deficit)                                           3,145,913                 203,328
                                                                      --------------------- -----------------------

Total liabilities and stockholders' equity                            $          3,444,923    $            299,874
                                                                      ===================== =======================

</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       1
<PAGE>

                            RASER TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                               Three Months Ended September 30
                                                                                 2004                   2003
                                                                      --------------------- -----------------------

<S>                                                                   <C>                     <C>
Revenue                                                               $          20,000       $                  -

Operating expenses:
   General and administrative                                                    1,540,946                 176,412
   Research and development                                                        415,708                 116,602
                                                                      --------------------- -----------------------
Total operating expenses                                                         1,956,654                 293,014
                                                                      --------------------- -----------------------

Operating income / (loss)                                                       (1,936,653)               (293,014)

Interest income                                                                      3,474                       -
Interest expense                                                                    (2,500)               (270,000)
                                                                      --------------------- -----------------------

Income / (loss) before income taxes                                             (1,935,679)               (563,014)

Income tax benefit                                                                       -                      -
                                                                      --------------------- -----------------------

Net income / (loss)                                                   $         (1,935,679)   $           (563,014)
                                                                      ===================== =======================

Dividends paid on preferred stock                                                  (19,839)                      -
Deemed dividend related to warrants issued with preferred stock and
beneficial conversion feature of preferred stock                                (4,240,500)                      -
                                                                      --------------------- -----------------------

Net loss applicable to common shareholders                            $         (6,196,018)   $           (563,014)

Loss per common share - basic and diluted                             $              (0.13)   $              (0.01)
                                                                      ===================== =======================

Weighted average common shares - basic and diluted                              47,472,000              38,950,000
                                                                      ===================== =======================

</TABLE>

      See accompanying notes to condensed consolidated financial statements





                                       2
<PAGE>

                            RASER TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                             Nine Months Ended September 30
                                                                              2004                   2003
                                                                      --------------------- -----------------------

<S>                                                                   <C>                     <C>
Revenue                                                               $             30,000    $                  -

Operating expenses:
   General and administrative                                                    3,763,395                 401,886
   Research and development                                                      1,240,133                 227,213
                                                                      --------------------- -----------------------
 Total operating expenses                                                        5,003,528                 629,099
                                                                      --------------------- -----------------------

Operating income / (loss)                                                       (4,973,528)               (629,099)

Interest income                                                                      3,474                       -
Interest expense                                                                  (203,333)               (272,592)
                                                                      --------------------- -----------------------

Income / (loss) before income taxes                                             (5,173,387)               (901,691)

Income tax benefit                                                                       -                       -
                                                                      --------------------- -----------------------

Net income / (loss)                                                   $         (5,173,387)   $           (901,691)
                                                                      ===================== =======================

Dividends paid on preferred stock                                                  (19,839)                      -

Deemed dividend related to warrants issued with preferred stock and
beneficial conversion feature of preferred stock                                (4,240,500)                      -
                                                                      --------------------- -----------------------

Net Loss Applicable to common shareholders                            $         (9,433,726)   $           (901,691)
                                                                      ===================== =======================



Loss per common share - basic and diluted                             $              (0.20)   $              (0.02)
                                                                      ===================== =======================

Weighted average common shares - basic and diluted                              46,982,000              38,950,000
                                                                      ===================== =======================
</TABLE>


      See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>

                            RASER TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                                             Cumulative Amounts
                                                                Since Date
                                                               of Inception
                                                              October 28, 2002
                                                           ---------------------
Revenue                                                    $             30,000

Operating expenses:
   General and administrative                                         4,629,027
   Research and development                                           1,878,844
                                                           ---------------------
Total operating expenses                                              6,507,871
                                                           ---------------------

Operating income / (loss)                                            (6,477,871)

Interest income                                                           3,474
Interest expense                                                       (484,141)
                                                           ---------------------

Loss before income taxes                                             (6,958,538)

Income tax benefit                                                            -
                                                           ---------------------

Net loss                                                             (6,958,538)
                                                           =====================

Dividends paid on preferred stock                                       (19,839)

Deemed dividend related to warrants
issued with preferred stock and
Beneficial conversion feature on preferred stock                     (4,852,284)
                                                           ---------------------

Net income / (loss) applicable to common stockholders      $        (11,830,661)
                                                           =====================

     See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                            RASER TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                             Nine Months Ended September 30
                                                                              2004                   2003
                                                                      --------------------- -----------------------
<S>                                                                   <C>                     <C>
Cash flows from operating activities:
   Net loss                                                           $         (5,173,387)   $           (901,691)
   Adjustments to reconcile net income to net cash
      used in operating activities
      Depreciation expense                                                          10,484                       -
      Increase in Notes Payable                                                          -                  12,291
      Common stock and warrants issued for services                              2,994,790                       -
      Beneficial conversion feature                                                200,000                 270,000
      Increase in prepaid insurance                                                (87,363)                      -
      Increase in other assets                                                      (1,116)                 (8,403)
      Increase in accounts payable                                                  10,655                  21,099
      Decrease in accrued liabilities                                              (18,191)                      -
      Increase in unearned revenues                                                 10,000                       -
                                                                      --------------------- -----------------------

            Net cash used in operating activities                               (2,054,128)               (606,704)
                                                                      --------------------- -----------------------
Cash flows from investing activities:
   Increase in patents and trademarks                                              (79,045)                   (858)
   Purchase of property and equipment                                              (79,160)                 (6,048)
                                                                      --------------------- -----------------------

            Net cash used in investing activities                                 (158,205)                 (6,906)
                                                                      --------------------- -----------------------

Cash flows from financing activities:
   Proceeds from convertible debenture                                             200,000                       -
   Proceeds from convertible related party notes payable                                 -                 270,000
   Proceeds from member contributions                                                    -                  81,336
   Proceeds from the sale of preferred stock                                     3,896,355                 325,000
   Preferred Stock Dividend                                                        (19,839)                      -
   Proceeds from the sale of common stock                                        1,044,666                       -
                                                                      --------------------- -----------------------

            Net cash provided by financing activities                            5,121,182                 676,336
                                                                      --------------------- -----------------------

Net increase / (decrease) in cash                                                2,908,849                  62,726

Cash and cash equivalents, beginning of period                                     231,703                   5,265
                                                                      --------------------- -----------------------

Cash and cash equivalents, end of period                              $         3,140,552     $             67,991
                                                                      ===================== =======================
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>
                            RASER TECHNOLOGIES, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Basis of Presentation

         The accompanying condensed consolidated financial statements of the
Company have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations. These condensed
consolidated financial statements reflect all adjustments (consisting only of
normal recurring adjustments) that, in the opinion of management, are necessary
to present fairly the results of operations of the Company for the periods
presented. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company's Form 10-KSB for the year ended December 31, 2003. The
results of operations for the three and nine months ended September 30, 2004,
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2004.

Net Loss Per Common Share

         Basic net loss per common share ("Basic EPS") is computed by dividing
net loss available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted net loss per common share
("Diluted EPS") is computed by dividing net loss by the sum of the weighted
average number of common shares outstanding and the weighted average dilutive
common share equivalents then outstanding. The computation of Diluted EPS does
not assume exercise or conversion of securities that would have an anti-dilutive
effect. Common share equivalents consist of shares issuable upon the exercise of
options and warrants to purchase common stock, the conversion of any convertible
debentures and related accrued interest, and shares issuable upon conversion of
any preferred stock. 100,000 shares of common stock issuable upon conversion of
the convertible debenture, 537,693 shares of common stock issuable upon exercise
of warrants that were outstanding at September 30, 2004, 1,211,571 shares of
common stock issuable upon conversion of Series B Preferred Stock and 910,000
employee stock options that were outstanding at September 30, 2004 were not
included in the calculation of diluted net loss per share because their effect
was anti-dilutive.

Stock Based Compensation

         In March, 2004, our Board of Directors adopted the Raser Technologies,
Inc. Amended and Restated 2004 Long-Term Incentive Plan, and in May 2004, our
stockholders adopted the Amended Plan (the "Plan"). The Plan was adopted to
enable the Company (1) to grant a wider range of stock incentive awards,
including stock appreciation rights, performance shares and performance units,
(2) to provide an automatic annual increase to the number of shares of common
stock reserved for issuance under the Plan beginning in 2005 equal to the lesser
of 1,750,000 shares of common stock, 3% of the outstanding shares of common
stock on the first of each fiscal year, or an amount determined by the Board,
and (3) to provide optional non-employee directors with automatic,
nondiscretionary annual stock option grants. As of September 30, 2004, the
Company was authorized to issue up to 1,750,000 shares of common stock pursuant
to the Plan. The Plan provides for the grant of stock options, restricted stock
awards, stock appreciation rights, performance shares and performance units.


                                       6
<PAGE>

         The Company accounts for its stock-based employee compensation issued
to directors, officers and employees under the recognition and measurement
principles of Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations, and has adopted the
disclosure only provisions of Statement of Financial Accounting Standards
("SFAS") No. 123, Accounting for Stock-Based Compensation. Accordingly, no
compensation cost is recognized in the financial statements when options granted
under the plan have an exercise price equal to or greater than the market value
of the underlying common stock on the date of grant. During the quarter ended
September 30, 2004 the Company granted options to purchase an aggregate of
50,000 shares to its employees, directors and service providers. The following
table illustrates the effect on net income and earnings per share as if the
company had applied the fair value based method to stock-based employee
compensation in each period.

<TABLE>
<CAPTION>

                                             3 months ended Sept. 30      9 months ended Sept. 30
                                               2004            2003              2004              2003
                                         ----------------- -------------- ------------------- ---------------
<S>                                         <C>              <C>               <C>               <C>
Net Loss applicable to common               ($ 6,196,018)    ($ 563,014)       ($ 9,433,726)     ($ 901,690)
shareholders as reported
Add:  Stock-based employee
   compensation expense included in
   reported net income, net of related
   tax effects                                         -              -                   -               -
Deduct:  Total stock-based employee
   compensation expense determined
   under fair value based method for
   all awards, net of related tax
   effects                                      (143,252)             -          (1,926,934)              -
                                         ----------------- -------------- ------------------- ---------------
Pro forma net loss                          ($ 6,339,270)    ($ 563,014)      ($ 11,360,660)     ($ 901,690)
                                         ----------------- -------------- ------------------- ---------------
Loss per share
     Basic - as reported                          ($ .13)        ($ .01)             ($ .20)         ($ .02)
     Basic - pro forma                            ($ .13)        ($ .01)             ($ .24)         ($ .02)
     Diluted - as reported                        ($ .13)        ($ .01)             ($ .20)         ($ .02)
     Diluted - pro forma                          ($ .13)        ($ .01)             ($ .24)         ($ .02)
</TABLE>

Convertible Debenture

         On June 2, 2004, we issued $200,000 in Debentures designated as 5%
Senior Subordinated Convertible Debentures ("Debentures") with principal and
interest due at the earlier of (a) 180 days from the date of issuance, or (b)
five (5) days after effectiveness of a registration statement under which the
debtholder would be entitled to "piggy-back" registration rights. The debtholder
has the option of converting the Debentures into shares of our common stock at a
fixed price of $2.00 per share. Because the conversion price of the debenture
was below the market price of $4.70 on June 2, 2004, the Company recorded a
beneficial conversion feature of $200,000, thus resulting in interest expense of
$200,000 in addition to a nominal rate of 5%. In addition, we are required to
issue to the debtholder a warrant to purchase one (1) share of common stock for
every one (1) share issuable upon conversion with an exercise price per share
equal to $3.50. The warrants will have a term of three (3) years and a cash-only
exercise provision. Subject to certain conditions, the holder of the warrant is
entitled to "piggy-back" registration rights with respect to the warrants and
the underlying shares of common stock.

                                       7
<PAGE>

Preferred Stock

         During the third quarter we issued preferred stock designated as Series
B Convertible Preferred stock; $.01 par value, 5,000,000 shares authorized,
4,240.5 shares issued and outstanding. This preferred stock issue was sold at a
price of $1,000 per share. Each share is convertible at a price of $3.50 per
share, so that one preferred share is convertible into 285.71 common shares.
Fractional shares quantities are paid in cash at the conversion price. In the
aggregate, we expect to issue 1,211,564 common shares as the preferred
stockholders exercise their right to convert.

         The preferred stock carries a dividend rate of 7% and we have the
option of paying this dividend in cash or common shares. To date, we have
elected to pay the dividend in cash. A total of 302,893 cash only exercise
warrants have been granted to preferred stockholders with an exercise price of
$8.55 per common share. $3,896,355 was raised in this offering, net of financing
charges. In connection with this offering, the Company recorded a deemed
dividend related to warrants issued with the preferred stock and a beneficial
conversion feature of the preferred stock for a combined total of $4,240,500.
This amount was reflected as an additional net loss to compute net loss
applicable to common shareholders.

         We issued 109,800 cash-only exercise warrants to the financing broker
as payment in connection with this financing. These warrants have an exercise
price of $8.55 per common share.

         On September 24, we filed with the SEC a Registration Statement on form
SB-2 covering the resale of 2,671,110 shares of common stock pursuant to the
terms of a certain Registration Rights Agreement entered into by us in
connection with our recent equity financing.

Subsequent Events

         On October 6, 2004, our Registration Statement on Form SB-2 covering
the resale of 2,671,110 shares of common stock, which was filed pursuant to
certain registration rights held by investors who purchased shares of preferred
stock in our recent equity financing, was declared effective by the SEC.

         On October 6, 2004, the holder of a 5% Senior Subordinated Debenture we
issued on June 1, 2004 notified us of their election to exercise their option to
convert to 100,000 shares of common stock. On November 4, 2004, the holder of
cash only exercise warrants associated with the 5% Senior Subordinated Debenture
notified us of their election to exercise the warrants and purchase 100,000
common shares at $3.50 per share, the exercise price.

         As of November 4, 2004, holders of approximately 60% of the outstanding
preferred stock had converted their shares of preferred stock into 738,140
shares of common stock.

Item 2.  Management's Discussion and Analysis or Plan of Operation

Cautionary Statement Regarding Forward-Looking Statements
---------------------------------------------------------

         This section of our quarterly report should be read in conjunction with
the accompanying Combined Consolidated Financial Statements and related notes
included elsewhere in this report. In addition to historical information, this
quarterly report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements relate to our, and in some cases our
customers' or partners', future plans, objectives, expectations, intentions and
financial performance and the assumptions that underlie these statements. These
forward-looking statements include, without limitation, statements concerning
our expectations, beliefs or intentions regarding our ability to develop

                                       8
<PAGE>

products and technologies acceptable to industry, establish and maintain
relationships with licensees and other users of our technology and products and
raise capital, as well as our research and development expenses, our initial
customer funding, our ability to manage our expected growth and to ensure the
effectiveness of our internal controls, and the adequacy of our capital
resources to fund operations and growth. These statements involve known and
unknown risks, uncertainties and other factors that may cause industry trends or
our actual results, level of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these statements. These factors include
those set forth in the following discussion and under the caption "Factors That
May Affect Future Results" of this section and elsewhere in this quarterly
report.

         Although we believe that expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We will not update any of the
forward-looking statements after the date of this quarterly filing to conform
these statements to actual results or changes in our expectations, except as
required by law. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this quarterly report. You should
carefully review the risk factors described in other documents that we file from
time to time with the U.S. Securities and Exchange Commission, or SEC.

         Our annual reports on Form 10-KSB, quarterly reports on Form 10-QSB,
current reports on Form 8-K and amendments to all such reports are available,
free of charge, on our Internet website under "Company-Investor Relations-SEC
Filings," as soon as reasonably practicable after we file electronically such
material with, or furnish it to, the SEC. Our Internet website address is
http://www.rasertech.com Information on our website does not constitute a part
of this Quarterly Report on Form 10-QSB.

Plan of Operation.
------------------

         During the third quarter, the monthly cash expenditure rate for
operations decreased to $250,000 per month, from a rate of $270,000 per month in
the second quarter. The decrease reflects the elimination of Monitor Group
consulting services expenditures, offset by staffing additions, increased
prototyping expenditures and a full quarter of insurance expenses.

         We have devoted considerable effort through the third quarter to
identifying and developing appropriate independent test facilities to refine,
characterize and further verify our technology. We anticipate significant
progress in this work during the fourth quarter. The baseline data and
experience gained through this activity should result in an improved
understanding of our capabilities, and consequently, an improved value
proposition for our potential customers.

         We had net investing activities of $101,000 in the third quarter to
protect our intellectual property rights through patent and trademark
applications, and to expand our capabilities for testing and development in our
motor laboratory. This expenditure was $22,000 per month higher than the second
quarter. Capital spending in the range of $100,000 is anticipated over the
remaining three months of 2004 to improve our testing capabilities and add to
our intellectual property protection. If customer support or testing
requirements do not materialize as rapidly as planned, we will modify and delay
our capital expenditure plans.

                                       9
<PAGE>

         With 60% of the outstanding shares of preferred stock now converted
into shares of common stock, the quarterly dividend will be about $30,000 per
quarter. Additional conversions would have the effect of reducing this cash
dividend in future quarters.

         Based on our plans for spending in operations and investing, and
assuming no further conversions of preferred shareholders, we expect the monthly
cash needs to be in the range of $300,000 to $400,000 for the next six months.

         For the quarter ended September 30, 2004, our recorded net loss was
$1,935,679. For the nine months ended September 30, 2004, our recorded net loss
was $5,173,387. In the quarter ended September 30, 2004 we recorded non-cash
compensation expense to Mr. William Dwyer of $768,829 (100,000 shares at the
closing market price on July 6, 2004 or $6.59 per share). In addition, non-cash
compensation expense to Mr. John Ritter and Mr. Timothy Fehr of $390,831 was
recognized in the quarter, ($187,500 and $203,331 respectively).

         We expect initial customer orders, either through direct customer
contracts, government contract awards, or licensing agreements, to be received
either in the fourth quarter of 2004 or the first quarter of 2005. These orders,
in the range of $2,000,000, together with a recently completed private offering
of approximately $3,900,000 is anticipated to provide the necessary liquidity to
fund current operations as well as the aforementioned planned growth for at
least 12 months. For 2005 and beyond, we expect that license revenue from
customer licenses and direct contracts will provide sufficient liquidity to fund
our operations. However, if the license revenue we generate in 2005 is
insufficient to fund our cash requirements, we will need to raise additional
capital through debt or equity financings, which subjects us to the risk that we
may be unable to raise such capital or, if we are, the terms may be dilutive to
our stockholders.

Factors That May Affect Future Results

         Set forth below and elsewhere in this quarterly report on Form 10-QSB,
and in other documents we file with the SEC, are risks and uncertainties that
could cause actual results to differ materially from the results contemplated by
the forward-looking statements contained in this quarterly report. Because of
the following factors, as well as other variables affecting our operating
results, past financial performance should not be considered a reliable
indicator of future performance, and investors should not use historical trends
to anticipate results or trends in future periods.

We have limited operating experience, are not currently profitable, expect to
continue to incur net losses in the near future, and may never achieve or
maintain profitability. If we cannot achieve and maintain profitability, our
stock price could decline.

         We are a research and development company with a limited operating
history, and from our inception in October 28, 2002, we have had very limited
revenue from operations. Our early stage of development means that there is
limited historical information available upon which you can base your evaluation
of our business and prospects and that we have less insight into how market and
technology trends may affect our business. The revenue and income potential of
our business is unproven and the market we are addressing is very competitive
and rapidly evolving. You should consider and evaluate our business and
prospects in light of the risks, expenses, challenges and uncertainty that we
face as an early stage company seeking to develop new technology and products in
a competitive and rapidly evolving market.

                                       10
<PAGE>

         Since our inception, we have incurred significant net losses, including
a net loss of $1,935,679 for the quarter ended September 30, 2004. As a result
of ongoing operating losses, we had an accumulated deficit of $6,249,208 as of
September 30, 2004. Our losses have resulted principally from research and
development and general and administrative expenses associated with our
operations. We expect to incur additional losses for the next several quarters.
We cannot assure you that we will be able to successfully develop new technology
or products, or if developed, that this technology or any products will be
commercially viable. We expect to incur substantial additional operating losses
as a result of increases in expenses for research and product development,
manufacturing and selling, general and administrative costs. In addition, we
continue to incur significant expenses to comply with our obligations as a
public company. We may never achieve profitability. We may need additional
funding for our operations and we cannot assure you that it will be available on
commercially reasonable terms, if at all. Our ability to achieve profitability
will depend upon many factors, including our ability to:

         o    develop commercially viable technology by designing and
              engineering the Symetron (TM) motor, controller and charging
              systems technology for license on a commercial scale;

         o    alone, or with our partners, convince our customers of the
              benefits of our technology or products, if any;

         o    establish relationships with motor manufacturers, automobile
              manufacturers, the military, government, aerospace original
              equipment manufacturers and other systems integrators for the
              license or sale of our products, if any;

         o    avoid infringing and successfully defend any allegations of
              infringing the intellectual property rights of others;

         o    comply with applicable governmental regulations; and

         o    hire, train and retain qualified personnel.

We may be unable to successfully license our intellectual property or
technology. If we cannot successfully license our intellectual property, we will
not be able to generate revenues, our stock price would decline and we may be
unable to continue operating.

     Our current long-term business strategy is based almost entirely upon the
licensing of our intellectual property or technology, specifically Symetron(TM),
to other electric motor manufacturers, suppliers and system integrators. We
expect the sales cycle with respect to the license of our technology to be
lengthy and there can be no assurance that we will achieve license sales in the
time frames that we expect. If we are unable to successfully license our
intellectual property or technology to these businesses or others, we will be
unable to generate revenues under our current business model, our stock price
would decline, we may be unable to continue operating or would be required to
develop a new long-term business strategy.

We may be unable to successfully obtain research and development funding
opportunities from military and government programs. If we cannot successfully
obtain research and development funding opportunities from military and
government programs, we may not be able to generate near term revenues
sufficient to sustain our long term licensing strategy, our stock price would
decline and we may be unable to continue operating.

                                       11
<PAGE>

         Our near term strategy includes research and development funding
opportunities from military and government programs. If we cannot successfully
obtain research and development funding opportunities from military and
government programs, we may not be able to generate near term revenues to
sustain our long term licensing strategy, our stock price could decline and we
may be unable to continue operating or would be required to develop a new
near-term business strategy.

We may need to raise additional capital in the future and if we are unable to
secure adequate funds on terms acceptable to us, we will be unable to support
our business requirements or build our business.

         On September 24, 2004, we consummated a preferred stock equity
financing transaction in which we raised an aggregate of $4,240,500 (before
aggregate expenses of the offering estimated at $344,000). Our future capital
needs depend on many factors, including the timing of our development efforts
and the successful commercial licensing of our technology. We may need to raise
additional capital to further develop and market our technology and continue our
operations. We may raise capital through a variety of sources, including the
public equity market, private financings and debt.

         If we raise additional capital through the issuance of equity or
securities convertible into equity, our stockholders may experience dilution.
Those securities may have rights, preferences or privileges senior to those of
the holders of the common stock. For example, in our recent financing we issued
preferred stock which included a 7% dividend, antidilution protection and a
liquidation preference. Additional financing may not be available to us on
favorable terms, if at all. If we are unable to obtain financing, or to obtain
it on acceptable terms, we may be unable to successfully support our business
requirements or build our business.

         Our limited cash resources has in the past required us to rely heavily
on equity compensation to hire and retain key personnel, and we expect this to
continue in the future, which may result in significant non-cash compensation
expenses.

         Our independent auditor's report on our audited financial statements
for the calendar year ended December 31, 2003 had contained a statement that our
lack of revenue generating activities and our losses raised substantial doubt
about our ability to continue as a going concern. Based on the success of our
preferred stock offering, our auditor removed the going concern qualification
from its report in August 2004. We are still in the research and development
phase and in the event that we are unable to raise sufficient capital, or
generate sufficient revenue to fund our business and operations, future
auditor's reports could contain a similar going concern qualification.

We are deploying new technology and, to date we have not yet commercially
licensed our technology and we may not be able to successfully develop other
technology.

         Our Symetron (TM) motor and controller technology is new and
commercially unproven. We are still in the early stages of commercializing our
technology in automotive, industrial and military/aerospace applications. Our
technology has not yet been durability tested for long-term applications and we
can provide no assurance that it will prove suitable for automotive, industrial
and military/aerospace applications. Our potential product applications require
significant and lengthy product development efforts, and to date, we have not

                                       12
<PAGE>

developed any commercially available products. During our product development
process, we may experience technological issues that we may be unable to
overcome. Because of these uncertainties, none of our potential technology may
be commercially licensed. If we are not able to successfully license our
Symetron (TM) motor technology, we will be unable to generate revenue or build a
sustainable or profitable business.

We will need to achieve commercial acceptance of our technology to obtain
licensing revenue and achieve profitability.

         Even if our Symetron (TM) motor technology is a technical success, we
may not successfully develop licensing arrangements with potential customers or
commercially viable products on a timely basis, if at all. It may be years
before our technology is proven viable for automotive, industrial and
military/aerospace applications, if at all, and even longer before we have
licensing arrangements in place. Superior competitive technologies may be
introduced or potential customer needs may change resulting in our technology or
products being unsuitable for commercialization. Our revenue growth and
achievement of profitability will depend substantially on our ability to
introduce new technology into the marketplace that we are able to successfully
commercialize. If we are unable to cost effectively achieve commercial
acceptance of our technology, our business will be materially and adversely
affected. Even if our potential technology achieves commercial acceptance, the
size of the potential markets for our technology may prove to be insufficient to
permit us to generate significant revenue or achieve profitability.

Technological advances in our industry could render our technology and products
obsolete, which would harm our business.

         Our failure to further refine our technology and develop and introduce
new products could cause our technology to become obsolete, which would harm our
business. Our industry is rapidly evolving and competitive. We will need to
invest significant financial resources in research and development to keep pace
with technological advances in the industry and to effectively compete in the
future. Our development efforts may be rendered obsolete by the technological
advances of others and other technologies may prove more advantageous than our
technology, including advances developed internally by our potential customers
and partners.

We face competition from companies in multiple industries, as well as from the
internal efforts of potential partners and, if we fail to compete effectively,
our business would suffer.

         The market for electric motors and motor controllers is intensely
competitive. We believe our potential technology will face significant
competition from existing manufacturers in our current target markets, including
large motor and automobile manufacturers. We may also face significant
competition from our future partners. If our potential partners improve or
develop technology that competes directly with our technology, our business
would be harmed. We also face numerous challenges associated with overcoming the
following:

         o    Size and resources. Our competitors, as well as our potential
              partners, may have access to substantially greater financial,
              engineering, manufacturing and other resources than we do, which
              may enable them to react more effectively to new market
              opportunities.

                                       13
<PAGE>

         o    Name recognition. Many of our competitors and potential partners
              have greater name recognition and market presence than we do,
              which may allow them to market themselves more effectively to new
              customers or partners.

         o    Access to information. Our potential partners may have better
              access to information regarding their own manufacturing processes,
              which may enable them to develop electric motor and motor control
              products that can be more easily incorporated into the partners'
              products.

We need to continue to improve or implement our systems, procedures and
controls, which may strain our resources.

     As a public company, we are subject to the reporting requirements of the
Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002. These
requirements may place a strain on our systems and resources. The Securities
Exchange Act requires, among other things, that we file annual, quarterly and
current reports with respect to our business and financial condition. The
Sarbanes-Oxley Act requires, among other things, that we maintain effective
disclosure controls and procedures and internal controls over financial
reporting. We are currently reviewing and further documenting our internal
control procedures. However, the guidelines for the evaluation and attestation
of internal control systems have only recently been finalized, and the
evaluation and attestation processes are new and untested. Therefore, we can
give no assurances that our systems will satisfy the new regulatory
requirements. In addition, in order to maintain and improve the effectiveness of
our disclosure controls and procedures and internal controls over financial
reporting, significant resources and management oversight will be required.

We rely on key personnel and the loss of key personnel or the inability to
attract, train, and retain key personnel could have a negative effect on our
business.

         We believe our future success will depend to a significant extent on
the continued service of our executive officers and other key personnel. We do
not have key person life insurance for any of our executive officers or other
employees. If we lose the services of one or more of our executive officers or
key employees, or if one or more of them decide to join a competitor or
otherwise compete directly or indirectly with us, our business could be harmed.
Our future success also depends on our ability to attract, train, retain and
motivate highly skilled technical personnel. Competition for personnel is
intense, and qualified technical personnel are likely to remain a limited
resource for the foreseeable future. We may not be successful in attracting,
training, retaining and motivating personnel in the future, which would impair
our ability to maintain and grow our business.

We rely on our intellectual property rights, and our inability to protect these
rights could impair our competitive advantage, divert management attention,
require additional development time and resources or cause us to incur
substantial expense to enforce our rights, which could harm our ability to
compete and generate revenue.

         Our success is dependent upon protecting our proprietary technology. We
rely primarily on a combination of copyright, patent, trade secret and trademark
laws, as well as confidentiality procedures and contractual provisions to
protect our proprietary rights. These laws, procedures and provisions provide
only limited protection. We have applied for patent protection on our key
technologies. However, we cannot be certain that our pending patent applications
will result in issued patents or that the claims allowed are or will be
sufficiently broad to protect the inventions derived from our technology or
prove to be enforceable in actions against alleged infringers. Also, additional
patents that we may seek for our current and future technologies may not be
issued.

                                       14
<PAGE>

         The contractual provisions we rely on to protect our trade secrets and
proprietary information, such as our confidentiality and non-disclosure
agreements with our employees, consultants and other third parties, may be
breached and our trade secrets and proprietary information disclosed to the
public. Despite precautions that we take, it may be possible for unauthorized
third parties to copy aspects of our technology or products or to obtain and use
information that we regard as proprietary. In particular, we may provide our
licensees with access to proprietary information underlying our licensed
applications which they may improperly appropriate. Additionally, our
competitors may independently design around patents and other proprietary rights
we hold.

         Policing unauthorized use of our technology may be difficult and some
foreign laws do not protect our proprietary rights to the same extent as United
States laws. Litigation may be necessary in the future to enforce our
intellectual property rights or determine the validity and scope of the
proprietary rights of others. Litigation could result in substantial costs and
diversion of resources and management attention.

If third parties assert that our technologies or products infringe their
intellectual property rights, our reputation and ability to license our
technology or sell any products could be harmed. In addition, these types of
claims could be costly to defend and result in our loss of significant
intellectual property rights.

         We expect that we may be subject to infringement claims, whether the
claims have merit or not, as the number of products and competitors in our
industry segment grows and the functionality of products in different industry
segments overlaps. If third parties assert that our current or future products
infringe their proprietary rights, there could be costs associated with
defending these claims, whether the claims have merit or not, which could harm
our business. Any future claims could harm our relationships with existing
customers and may deter future customers from licensing our products. In
addition, in any potential dispute involving our intellectual property, our
customers or distributors of our products could also become the target of
litigation, which could trigger our indemnification obligations in certain of
our license and service agreements. Any such claims, with or without merit,
could be time consuming, result in costly litigation, including costs related to
any damages we may owe resulting from such litigation, cause product shipment
delays or result in loss of intellectual property rights which would require us
to obtain licenses which may not be available on acceptable terms or at all.

We could incur significant expenses if products built with our technology
contain defects.

         Products such as those built with our technology are subject to product
liability lawsuits for any defects that they may contain. Detection of any
significant defects may result in, among other things, loss of, or delay in,
market acceptance and sales of our products, diversion of development resources,
injury to our reputation, or increased service and warranty costs. A material
product liability claim could harm our business, result in unexpected expenses
and damage our reputation.

We do not have an active, liquid trading market for our common stock and you may
have difficulty selling your shares.

         Our common stock has been treated as a "penny stock" as that term is
defined in SEC Rule 3a51-1. Section 15(g) of the Exchange Act and Rule 15g-2 of
the Securities and Exchange Commission require broker and dealers effecting

                                       15
<PAGE>

transactions in any penny stock for or with the account of a customer to provide
the customer with a document disclosing the risks of investing in penny stocks
and to obtain a manually signed and dated written receipt of the document before
making any transaction in a penny stock for the customer's account.

         In addition, SEC Rule 15g-9 prohibits broker and dealers from selling
penny stocks or effecting the purchase of penny stocks unless the broker or
dealer has approved the investor's account for transactions in penny stocks by
obtaining, among other things, information concerning the investor's financial
situation, investment experience and investment objectives and making a
determination as to whether transactions in penny stocks are suitable for the
investor in accordance with SEC rules and regulations.

         In the past, compliance with these requirements have made it difficult
to establish an active, liquid trading market in our common stock, and you may
have difficulty selling your shares. Historically, the public market for our
common stock has been very limited. For example, the average reported volume of
trading in our common stock over the August through October period was
approximately 75,000 shares per day.

     Our common stock currently trades on the Over the Counter Bulletin Board
(OTC:BB). We have filed an application to be listed on the American Stock
Exchange (AMEX). We do not know whether or when AMEX will approve our
application. In addition, if AMEX approves our application, we cannot predict
that an active, liquid trading market will develop or that the market will be
able to sustain transactions by larger institutional investors. Accordingly,
investors may have difficulty accumulating a significant position in our stock
or in selling a substantial number of shares in a short period of time.

Stockholders that are neither directors nor officers will have little ability to
influence the direction of our business.

         Our directors, officers and other key employees collectively are
holders of more than 51% of our common stock. As a result, these stockholders,
if they act together, will be able to exert a significant degree of influence
over our management and over matters requiring stockholder approval, including
the election of directors and approval of significant corporate transactions. In
addition, sales of significant amounts of shares held by our directors and
officers, or the prospect of such sales, could adversely affect the market price
of our common stock. Management's concentrated stock ownership may discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of our company, which in turn could reduce our stock price or prevent
our stockholders from realizing a premium over the price they paid for our
stock.

The market price for our common stock is volatile, and you may not be able to
resell your shares at or above the price you paid for them.

         The public market for our common stock is limited. The stock markets in
general have experienced significant price and trading volume fluctuations. This
limited and volatile market environment may make it difficult for you to resell
shares at or above the price you paid for them. The market for technology stocks
has been extremely volatile and frequently reaches levels that bear no
relationship to the past or present operating performance of those companies.
General economic conditions, such as recession or interest rate or currency rate
fluctuations in the United States or abroad, could negatively affect the market
price of our common stock.

                                       16
<PAGE>

         In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against that company. Such litigation could result in substantial
cost and a diversion of management's attention and resources. In this regard,
our common stock has recently experienced significant volatility and we expect
our common stock to experience price and volume fluctuations in the future. The
limited trading volume of our common stock has in the past, and will in the
future, cause the stock price to fluctuate dramatically over short periods of
time.

         In this regard, our common stock has recently experienced significant
volatility and our common stock may experience significant price and volume
fluctuations in the future. The limited trading volume of our common stock has
in the past, and may in the future, cause the stock price to fluctuate
dramatically over short periods of time. Price levels of our common stock as
with other technology companies in the past, may not bear any relation to our
past or present operating results. In recent months, our stock price has
increased to as high as $7.95 per share, and we cannot assure you that our stock
price will continue to trade at current levels, that the current levels reflect
the intrinsic value of the company or that our stock price will not decline in
the future.

The large number of shares eligible for public sale could cause our stock price
to decline.

     The market price of our common stock could decline as a result of the
resale of shares of common stock issuable upon conversion of the preferred stock
or upon exercise of the warrants issued in connection with the Financing
Transaction. Pursuant to the terms of the Financing Transaction, we have
registered for resale 1.3 times the number of shares of common stock issuable
upon conversion of the preferred stock and upon exercise of the warrants. As the
preferred shares are converted to common and warrants are exercised, the shares
are eligible for sale without being subject to the volume limitations under Rule
144 under the Securities Act of 1933, as amended. The occurrence of such sales,
or the perception that such sales could occur, may cause our stock price to
decline.

     Approximately 3 million shares of common stock are currently free of Rule
144 restrictions, while the balance of the 48 million common shares that are
currently issued and outstanding are subject to restrictions under Rule 144.
Approximately 42 million shares of common stock will pass the one-year holding
period of Rule 144 during the quarter ending on December 31, 2004. The removal
of restricted stock legends and subsequent sale of these shares, or the
perception that such sales could occur, may cause our stock price to decline.

Item 3.  Controls and Procedures

            (a) Evaluation of disclosure controls and procedures

            Based on evaluations as of September 30, 2004, our principal
executive officer and principal financial officer have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act) are effective to ensure that information we
are required to disclose in reports that we file or submit under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC. Our disclosure controls and

                                       17
<PAGE>

procedures also are designed to ensure that such information is accumulated and
communicated to our management, including our Chief Executive Officer and our
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. In designing and evaluating our disclosure controls and
procedures, management recognized that any controls, no matter how well designed
and operated, can provide only reasonable assurance of achieving the desired
control objectives, and management necessarily was required to apply its
judgment in evaluating and implementing possible controls and procedures.

            (b) Changes in internal controls

            There were no significant changes in our internal controls over
financial reporting or in other factors that occurred during the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect these internal controls subsequent to the date of their most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


                                       18
<PAGE>

PART II.  OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         On July 24, 2004, we entered into a Securities Purchase Agreement (the
"Agreement") to sell, in the aggregate, up to $7,000,000 of Preferred Stock and
Warrants, pursuant to which an aggregate of 7,000 shares of Preferred Stock may
be sold. The aggregate subscription amount was no less than $2,000,000 and no
more than $7,000,000. The Stated Value is $1,000 per share of Preferred Stock.
The Preferred Stock is convertible into common stock of the Company at a price
of $3.50 per share.

         On September 14, 2004, an aggregate of 4,240.5 shares were sold to
accredited investors. The total number of warrants issued was 302,893 at a
cash-only exercise price of $8.55 per share, exercisable for 3 years from the
registration date. The issuance was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof on the basis that the
transactions did not involve a public offering.

         On September 10, 2004 we issued to an independent contractor,
performing services for us, a warrant to purchase 109,800 shares of common
stock, with a cash only exercise price of $8.55 per share, exercisable for 3
years from the grant date. The issuance was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof on the basis that the
transactions did not involve a public offering.

         On August 2, 2004, we issued 100,000 shares of common stock to William
Dwyer, our Chief Financial Officer, pursuant to the Restricted Stock Grant
Agreement dated as of July 8, 2004. These shares were valued at $6.59 per share.
This issuance was exempt from registration under the Securities Act pursuant to
Section 4(2) thereof on the basis that the transaction did not involve a public
offering.

         On August 2, 2004, we issued 62,500 shares of common stock to John C.
Ritter, or President, pursuant to the Restricted Stock Grant Agreement dated
February 23, 2004. These shares were valued at $3.15 per share. This issuance
was exempt from registration under the Securities Act pursuant to Section 4(2)
thereof on the basis that the transaction did not involve a public offering.

         We have granted 50,000 stock options during the third quarter under our
2004 Long Term Stock Incentive Plan at a weighted average exercise price of
$7.28 per share. These transactions were exempt from registration under the
Securities Act pursuant to Section 4(2) thereof on the basis that the
transactions did not involve a public offering.

Item 3.   Defaults Upon Senior Securities.

     None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.

     None; not applicable.

                                       19
<PAGE>

Item 5.   Other Information.

     None; not applicable.

Item 6.   Exhibits.

     (a)  Exhibits.

         Exhibit
         Number      Description of Document
         -------     -----------------------

         2.1(A)      Agreement and Plan of Reorganization dated October 2, 2003
                     among Wasatch Web Advisors Inc., Raser Technologies Inc.
                     and the stockholders of Raser Technologies Inc.

         3.1(B)      Articles of Incorporation of the Registrant.

         3.1A(C)     Articles of Amendment to the Articles of Incorporation of
                     the Registrant.

         3.1B(I)     Articles of Amendment to the Articles of Incorporation of
                     the Registrant.

         3.1C(D)     Certificate of Designation of Preferences, Rights and
                     Limitations of Series B Convertible Preferred Stock.

         3.2(I)      Amended and Restated Bylaws of the Registrant.

         4.1(I)      Specimen Common Stock Certificate.

         4.2(E)      Registration Rights Agreement, dated as of July 22, 2002,
                     among the Registration and the Purchasers (as defined
                     therein).

         4.3(I)      Form of Debenture.

         10.1(F)     Securities Purchase Agreement dated July 22, 2004, among
                     the Registrant and the Purchasers (as defined therein).

         10.2(G)     Form of Warrant to Purchase Shares of the Registrant's
                     Common Stock.

         10.3(H)     Amended and Restated 2004 Long Term Incentive Plan.

         10.4(I)     Form of Option Agreement for the Amended and Restated 2004
                     Long Term Incentive Plan.

         10.5        Restricted Stock Grant Agreement dated as of February 23,
                     2004 between the registrant and John C. Ritter, President.

                                       20
<PAGE>

         10.6        Restricted Stock Grant Agreement dated as of February 26,
                     2004 between the registrant and Timothy D. Fehr, Chief
                     Technical Officer.

         10.7        At Will Employment, Confidential Information, Invention
                     Assignment, Noncompetition and Arbitration Agreement
                     effective as of August 1, 2004 between the registrant and
                     William Dwyer, Chief Financial Officer.

         31.1        Certification of Chief Executive Officer Pursuant to
                     Exchange Act Rule 13a-14(a).

         31.2        Certification of Chief Financial Officer Pursuant to
                     Exchange Act Rule 13a-14(a).

         32.1        Certification of Chief Executive Officer and Chief
                     Financial Officer pursuant to 18 U.S.C. Section 1350.

------------------------

         A           Incorporated by reference to Exhibit 2 filed with the
                     registrant's Current Report on Form 8-K (File No.
                     000-30657) on October 14, 2003.

         B           Incorporated by reference to Exhibit 3.1 filed with the
                     registrant's Form 10-SB/A (File No. 000-30657) on June 1,
                     2000.

         C           Incorporated by reference to Exhibit 3.2 filed with the
                     registrant's Form 10-SB/A (File No. 000-30657) on June 1,
                     2000.

         D           Incorporated by reference to Exhibit 10.5 filed with the
                     registrant's Current Report on Form 8-K (File No.
                     000-30657) on July 28, 2004.

         E           Incorporated by reference to Exhibit 10.5 filed with the
                     registrant's Current Report on Form 8-K (File No.
                     000-30657) on July 28, 2004.

         F           Incorporated by reference to Exhibit 10.1, Exhibit 10.2,
                     Exhibit 10.3 and Exhibit 10.4 filed with the registrant's
                     Current Report on Form 8-K (File No. 000-30657) on July 28,
                     2004.

         G           Incorporated by reference to Exhibit 10.7 filed with the
                     registrant's Current Report on Form 8-K (File No.
                     000-30657) on July 28, 2004.

         H           Incorporated by reference to Appendix B filed with the
                     registrant's Schedule 14C Information Statement (File No.
                     000-30657) on May 14, 2004.

         I           Incorporated by reference to Exhibit 3.1B, Exhibit 3.2,
                     Exhibit 4.1, Exhibit 4.3 and Exhibit 10.4 filed with the
                     registrant's Form 10-QSB (File No. 000-30657) on August 13,
                     2004.



                                       21
<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.


                                       RASER TECHNOLOGIES, INC.
                                                  (Registrant)


November 5, 2004                       /s/  Kraig Higginson
----------------                       --------------------
    (Date)                             Kraig Higginson,
                                       Chief Executive Officer and Director

November 5, 2004                       /s/  William Dwyer
----------------                       ------------------
    (Date)                             William Dwyer,
                                       Chief Financial Officer



                                       22