UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2009

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number: 001-32661





RASER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 87-0638510                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|5152 North Edgewood Drive, Suite 375, Provo, UT                |  | 84604                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                          |  |                     |  |                                                                       |  |                            
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------
|Large accelerated filer  ̈ |  | Accelerated filer x |  | Non-accelerated filer  ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company  ̈

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The number of shares outstanding of registrants common stock as of May 21, 2009 was 65,482,871 shares.









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EXPLANATORY NOTE

Raser Technologies Inc. (the Company) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the Report) for the sole purpose of
including (i) the consent of Energy and Geoscience Institute as Exhibit 23.1 to the Report; (ii) the consent of Dr. Carl F. Austin and Richard R. Austin as Exhibit 23.2 to the Report; (iii) the consent of GeothermEx, Inc. as
Exhibit 23.3 to the Report; (iv) the Geothermal Resources Lease as Exhibit 10.7 to the Report, which previously omitted certain exhibits contained in the Geothermal Resources Lease; and (v) the Purchase Contract as Exhibit 10.8 to the
Report, which previously omitted certain exhibits contained in the Purchase Agreement. These exhibits, or portions of these exhibits, were previously omitted from the Companys Quarterly Report on Form 10-Q for the quarter ended March 31,
2009.



1



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|Item 6. | Exhibits
|------- | --------



|              |  |                                                                                                                                                                                                                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                
|              | 
|4.1           |  | Unsecured Line of Credit Agreement and Promissory Note, dated January 27, 2009, among Raser Technologies, Inc., Radion Energy, LLC, Ocean Fund, LLC, Primary Colors, LLC, and R. Thomas Bailey
(incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed February 2, 2009 (File No. 001-32661))
|              | 
|4.2           |  | Form of Warrant issued pursuant to Unsecured Line of Credit Agreement and Promissory Note (incorporated by reference to Exhibit 4.2 to our current report on Form 8-K filed February 2, 2009 (File
No. 001-32661))                                                                                                     
|              | 
|10.1          |  | Agreement, among Raser Technologies, Inc., Trail Canyon Geothermal No. 1 SV-02, LLC, Raser Power Systems, LLC, and Pratt & Whitney Power Systems, Inc., dated as of April 9, 2009
(incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed April 17, 2009 (File No. 001-32661))              
|              | 
|10.2*         |  | Amended and Restated Utah State Mineral Lease FormGeothermal Energy Lease, ML 50921, effective as of July 1, 2007, between Raser Technologies, Inc. and the State of Utah, acting by and
through the School and Institutional Trust Lands Administration                                                              
|              | 
|10.3*         |  | Utah State Mineral Lease FormGeothermal Energy Lease, ML 51151, effective as of December 1, 2007, between Intermountain Renewable Power, LLC and the State of Utah, acting by and through
the School and Institutional Trust Lands Administration                                                                     
|              | 
|10.4*         |  | Utah State Mineral Lease FormGeothermal Energy Lease, ML 51193, effective as of March 1, 2008, between Raser Technologies, Inc. and the State of Utah, acting by and through the School and
Institutional Trust Lands Administration                                                                                  
|              | 
|10.5*         |  | Utah State Mineral Lease FormGeothermal Energy Lease, ML 50856, effective as of June 1, 2007, between Raser Technologies, Inc. and the State of Utah, acting by and through the School and
Institutional Trust Lands Administration                                                                                   
|              | 
|10.6*         |  | Utah State Mineral Lease FormGeothermal Steam ML 50773, effective as of April 1, 2007, between Intermountain Renewable Power, LLC and the State of Utah, acting by and through the School
and Institutional Trust Lands Administration                                                                                
|              | 
|10.7#        |  | Geothermal Resources Lease, dated as of September 25, 2007, between Intermountain Renewable Power, LLC and Minersville Land and Livestock Company                                                                                                                                                                      
|              | 
|10.8#        |  | Purchase Contract, dated August 31, 2008, between Thermo No. 1 BE-01, LLC and UTC Power Corporation                                                                                                                                                                                                                    
|              | 
|10.9*        |  | Service Agreement, dated August 31, 2008, between Thermo No. 1 BE-01, LLC and UTC Power Corporation                                                                                                                                                                                                                    
|              | 
|23.1#         |  | Consent of Energy and Geoscience Institute                                                                                                                                                                                                                                                                             
|              | 
|23.2#         |  | Consent of Dr. Carl F. Austin and Richard R. Austin                                                                                                                                                                                                                                                                    
|              | 
|23.3#         |  | Consent of GeothermEx, Inc.                                                                                                                                                                                                                                                                                            
|              | 
|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)                                                                                                                                                                                                                                       



|* | Previously filed.
|- | -----------------



| | Confidential treatment has been requested for portions of this exhibit.
|- | -----------------------------------------------------------------------



|# | Filed herewith.
|- | ---------------



2



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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 thereunto duly authorized.



|             |  |  |  |                          |  |                                             
|------------ |  |  |  | ------------------------ |  | --------------------------------------------
|             |  |  |  | RASER TECHNOLOGIES, INC.
|             |  |  |  | (Registrant)            
|             |  | 
|May 22, 2009 |  |  |  | /s/ Martin F. Petersen  
|             |  |  |  |                          |  | Martin F. Petersen,                         
|             |  |  |  |                          |  | Chief Financial Officer                     
|             |  |  |  |                          |  | (Principal Financial and Accounting Officer)



3



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                
|              | 
|4.1           |  | Unsecured Line of Credit Agreement and Promissory Note, dated January 27, 2009, among Raser Technologies, Inc., Radion Energy, LLC, Ocean Fund, LLC, Primary Colors, LLC, and R. Thomas Bailey
(incorporated by reference to Exhibit 4.1 to our current report on Form 8-K filed February 2, 2009 (File No. 001-32661))
|              | 
|4.2           |  | Form of Warrant issued pursuant to Unsecured Line of Credit Agreement and Promissory Note (incorporated by reference to Exhibit 4.2 to our current report on Form 8-K filed February 2, 2009 (File
No. 001-32661))                                                                                                     
|              | 
|10.1          |  | Agreement, among Raser Technologies, Inc., Trail Canyon Geothermal No. 1 SV-02, LLC, Raser Power Systems, LLC, and Pratt & Whitney Power Systems, Inc., dated as of April 9, 2009
(incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed April 17, 2009 (File No. 001-32661))              
|              | 
|10.2*         |  | Amended and Restated Utah State Mineral Lease FormGeothermal Energy Lease, ML 50921, effective as of July 1, 2007, between Raser Technologies, Inc. and the State of Utah, acting by and
through the School and Institutional Trust Lands Administration                                                              
|              | 
|10.3*         |  | Utah State Mineral Lease FormGeothermal Energy Lease, ML 51151, effective as of December 1, 2007, between Intermountain Renewable Power, LLC and the State of Utah, acting by and through
the School and Institutional Trust Lands Administration                                                                     
|              | 
|10.4*         |  | Utah State Mineral Lease FormGeothermal Energy Lease, ML 51193, effective as of March 1, 2008, between Raser Technologies, Inc. and the State of Utah, acting by and through the School and
Institutional Trust Lands Administration                                                                                  
|              | 
|10.5*         |  | Utah State Mineral Lease FormGeothermal Energy Lease, ML 50856, effective as of June 1, 2007, between Raser Technologies, Inc. and the State of Utah, acting by and through the School and
Institutional Trust Lands Administration                                                                                   
|              | 
|10.6*         |  | Utah State Mineral Lease FormGeothermal Steam ML 50773, effective as of April 1, 2007, between Intermountain Renewable Power, LLC and the State of Utah, acting by and through the School
and Institutional Trust Lands Administration                                                                                
|              | 
|10.7#        |  | Geothermal Resources Lease, dated as of September 25, 2007, between Intermountain Renewable Power, LLC and Minersville Land and Livestock Company                                                                                                                                                                      
|              | 
|10.8#        |  | Purchase Contract, dated August 31, 2008, between Thermo No. 1 BE-01, LLC and UTC Power Corporation                                                                                                                                                                                                                    
|              | 
|10.9*        |  | Service Agreement, dated August 31, 2008, between Thermo No. 1 BE-01, LLC and UTC Power Corporation                                                                                                                                                                                                                    
|              | 
|23.1#         |  | Consent of Energy and Geoscience Institute                                                                                                                                                                                                                                                                             
|              | 
|23.2#         |  | Consent of Dr. Carl F. Austin and Richard R. Austin                                                                                                                                                                                                                                                                    
|              | 
|23.3#         |  | Consent of GeothermEx, Inc.                                                                                                                                                                                                                                                                                            
|              | 
|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)                                                                                                                                                                                                                                       



|* | Previously filed.
|- | -----------------



| | Confidential treatment has been requested for portions of this exhibit.
|- | -----------------------------------------------------------------------



|# | Filed herewith.
|- | ---------------



4