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 June 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. 0-30657

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

                            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 47,368,279 shares of the registrant's common stock, par
value $0.01, on August 3, 2004.



<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 June 30, 2004
             and December 31, 2003                                             1

             Condensed Consolidated Statements of Income for the Three
             Months Ended June 30, 2004 and June 30, 2003                      2

             Condensed Consolidated Statements of Income for the Six
             Months Ended June 30, 2004 and June 30, 2003                      3

             Condensed Consolidated Statements of Income for Cumulative
             From Inception through June 30, 2004                              4

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

             Notes to Condensed Consolidated Financial Statements              6

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

Item 4.      Controls and Procedures                                          17

Part II      Other Information

Item 2.      Changes in Securities                                            18

Item 4.      Submission of Matters to a Vote of Security Holders              19

Item 6.      Exhibits and Reports on Form 8-K                                 20

Signatures                                                                    22



<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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


                                                                       June 30, 2004
ASSETS                                                                 (Unaudited)      December 31, 2003
<S>                                                                    <C>              <C>
Current assets:
   Cash and cash equivalents                                           $     180,937    $         231,703
   Prepaid insurance                                                         123,613                    -
                                                                       -------------    -----------------

Total current assets                                                         304,550              231,703

Equipment, net                                                                72,424               31,682
Patents and trademarks                                                        38,218               28,137
Other assets                                                                   8,352                8,352
                                                                       -------------    -----------------

Total Assets                                                           $     423,544    $         299,874
                                                                       =============    =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Convertible debenture                                               $     200,000    $               -
   Accounts payable                                                          173,602               69,439
   Accrued liabilities                                                        28,405               27,107
   Unearned Revenues                                                          30,000                    -
                                                                       -------------    -----------------
Total Current Liabilities                                                    432,007               96,546

Stockholders' equity:
   Common stock; $.01 par value; 100,000,000 shares
    authorized 47,368,279 and 46,306,000 shares issued
    and outstanding, respectively                                            473,682              463,060
   Additional paid in capital                                              3,831,383              816,089
   Deficit accumulated during the development stage                       (4,313,528)          (1,075,821)
                                                                       -------------    -----------------

Total stockholders' equity / (deficit)                                        (8,463)             203,328
                                                                       -------------    -----------------

Total liabilities and stockholders' equity                             $     423,544    $         299,874
                                                                       =============    =================
</TABLE>

      See accompanying notes to condensed consolidated financial statements




                                       1
<PAGE>

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

                                                              Three Months Ended June 30
                                                            2004                   2003
                                                      -------------------- -------------------

<S>                                                   <C>                  <C>
Revenue                                               $         10,000     $                 -

Operating expenses:
   General and administrative                                1,167,121                 188,678
   Research and development                                    193,726                  73,528
                                                      ----------------     -------------------
Total operating expenses                                     1,360,847                 262,206
                                                      ----------------     -------------------

Operating income / (loss)                                   (1,350,847)               (262,206)

Interest expense                                               200,833                   2,592
                                                      ----------------     -------------------

Income / (loss) before income taxes                         (1,551,680)               (264,798)

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

Net income / (loss)                                   $     (1,551,680)    $          (264,798)
                                                      ================     ===================


Loss per common share - basic and diluted             $          (0.03)    $             (0.01)
                                                      ================     ===================

Weighted average common shares - basic and diluted          47,002,000              38,950,000
                                                      ================     ===================
</TABLE>


      See accompanying notes to condensed consolidated financial statements



                                       2
<PAGE>


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

                                                               Six Months Ended June 30
                                                            2004                   2003
                                                      ----------------     -------------------
<S>                                                   <C>                  <C>
Revenue                                               $         10,000     $                 -

Operating expenses:
   General and administrative                                2,222,449                 318,484
   Research and development                                    824,425                  40,100
                                                      ----------------     -------------------
Total operating expenses                                     3,046,874                 358,584
                                                      ----------------     -------------------

Operating income / (loss)                                   (3,036,874)               (358,584)

Interest expense                                               200,833                   2,546
                                                      ----------------     -------------------

Income / (loss) before income taxes                         (3,237,707)               (361,130)

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

Net income / (loss)                                   $     (3,237,707)    $          (361,130)
                                                      ================     ===================

Loss per common share - basic and diluted             $          (0.07)    $             (0.01)
                                                      ================     ===================

Weighted average common shares - basic and diluted          46,734,000              38,950,000
                                                      ----------------     -------------------
</TABLE>


      See accompanying notes to condensed consolidated financial statements


                                       3
<PAGE>

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


                                                   Cumulative Amounts Since Date
                                                   of Inception October 28, 2002
                                                   -----------------------------
Revenue                                                   $           10,000

Operating expenses:
   General and administrative                                      3,088,081
   Research and development                                        1,463,136
                                                          ------------------
Total operating expenses                                           4,551,217
                                                          ------------------

Operating income / (loss)                                         (4,541,217)

Interest expense                                                     481,641
                                                          ------------------

Loss before income taxes                                          (5,022,858)

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

Net loss                                                          (5,022,858)

Beneficial conversion feature on preferred stock                    (611,784)
                                                          ------------------

Net income / (loss) applicable to common stockholders     $       (5,634,642)
                                                          ==================

     See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

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

                                                                     Six Months Ended June 30
                                                                   2004                   2003
                                                          ------------------    --------------------
<S>                                                       <C>                   <C>
Cash flows from operating activities:
   Net loss                                               $       (3,237,707)   $           (361,130)
   Adjustments to reconcile net income to net cash
      used in operating activities
      Depreciation expense                                             5,968                       -
      Loss on disposal of assets                                         318                       -
      Common stock issued for services                             1,781,250                       -
      Beneficial conversion feature                                  200,000                       -
      Increase in prepaid insurance                                 (123,612)                      -
      Increase in accounts payable                                   104,163                  53,266
      Increase in accrued liabilities                                  1,298                     432
      Increase in unearned revenues                                   30,000                       -
                                                          ------------------    --------------------

            Net cash used in operating activities                 (1,238,323)               (307,432)
                                                          ------------------    --------------------

Cash flows from investing activities:
   Increase in patents                                               (10,081)                   (188)
   Purchase of property and equipment                                (47,028)                      -
                                                          ------------------    --------------------

            Net cash used in investing activities                    (57,109)                   (188)
                                                          ------------------    --------------------

Cash flows from financing activities:
   Proceeds from convertible debenture                               200,000                       -
   Proceeds from convertible related party notes payable                   -                 270,000
   Proceeds from member contributions                                      -                  81,337
   Proceeds from the sale of common stock                          1,044,666                       -
                                                          ------------------    --------------------

            Net cash provided by financing activities              1,244,666                 351,337
                                                          ------------------    --------------------

Net increase / (decrease) in cash                                    (50,766)                 43,717

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

Cash and cash equivalents, end of period                  $          180,937    $             48,982
                                                          ==================    ====================
</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 six months ended June 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
common stock options and warrants, 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 and 100,000 shares of common stock issuable upon exercise
of warrants that will be issued upon conversion of the debenture 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, 3% of the outstanding shared 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 June 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.

     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

                                       6
<PAGE>

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
June 30, 2004 the Company granted stock options totaling 860,000 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 June 30            6 months ended June 30
                                               2004            2003             2004             2003
                                         -----------------   ------------   ----------------- --------------
<S>                                      <C>                 <C>            <C>               <C>
Net loss as reported                     $      (1,551,680)  $  (264,798)   $    (3,237,707)  $     (361,130)
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                                      (1,783,682)             -        (1,783,682)               -
                                         -----------------   ------------   ---------------   --------------
Pro forma net loss                       $      (3,335,362)  $   (264,798)  $    (5,021,389)  $     (361,130)
                                         -----------------   ------------   ---------------   --------------
Loss per share
     Basic - as reported                 $            (.03)  $       (.01)  $          (.07)  $         (.01)
     Basic - pro forma                   $            (.07)  $       (.01)  $          (.11)  $         (.01)
     Diluted - as reported               $            (.03)  $       (.01)  $          (.07)  $         (.01)
     Diluted - pro forma                 $            (.07)  $       (.01)  $          (.11)  $         (.01)
</TABLE>

Convertible Debenture

         On June 2, 2004, we issued $200,000 in Debentures designed 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 Investor
would have piggy-back 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
approximately $4.70 on June 2, 2004, the Company recorded a beneficial
conversion feature of $200,000, thus resulting in additional interest expense of
$200,000 and an effective interest rate of 105%. In addition, we will issue to
the debtholder a warrant to purchase one (1) share of common stock for every one
(1) share issuable upon conversion at an exercise price of $3.50 per share. The
warrants will have a term of three (3) years and a cash-only exercise provision.
Subject to certain conditions, the shares issuable upon conversion and warrants
shall have piggy-back registration rights.

Subsequent Event

         On July 23, 2004, the Company received approximately $1.86 million from
a private placement sale of approximately 2,000 shares of preferred stock.

                                       7
<PAGE>

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
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, 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 (the "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 United States Securities and Exchange
Commission, or 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
-----------------

         As of the first quarter of 2004, the Company's average cash
expenditures were approximately $150,000 per month. This expenditure rate
increased to approximately $270,000 per month during the second quarter of 2004.
This second quarter expenditure rate includes $81,200 per month paid to The
Monitor Group for consulting services, which are anticipated to be a one-time
expense. The increase in expenditure rate in the second quarter is primarily the
result of additions to staffing levels in engineering, sales and marketing to
support increased technology testing, product design and customer engineering
and support, as well as increased spending for protection of our intellectual
property. The company anticipates these staffing and intellectual property
spending increases will continue throughout the third and fourth quarters. These
changes are expected to increase the Company's average monthly operating
expenditures to a range of $200,000 to $300,000 for the remainder of the year.

                                       8
<PAGE>

         For the quarter ended June 30, 2004, the Company's recorded net loss
was $1,551,680. For the six months ended June 30, 2004, the Company recorded a
net loss of $3,237,707. In the six months ended June 30, 2004 the company
recorded non-cash compensation expense to Mr. John Ritter and Mr. Timothy Fehr
of $1,451,250 (250,000 shares at the closing market price on February 23, 2004
or $3.15 per share, 62,500 shares at the closing market price on May 3, 2004 or
$3.30 per share and 150,000 shares at the closing market price on February 25,
2004 or $3.05 per share).

         The Company's commercialization strategy incorporates a "Test
Demonstration Program". Motor manufacturers interested in incorporating the
Company's advanced motor technology can apply for a demonstration of the
Company's technology specific to the customer's motors and application(s). The
Test Demonstration Program provides performance evaluation and conditional
disclosure of its technology under confidential non-disclosure agreements. This
process provides quantification of the performance improvements through testing
of the technology installed in specific customer motors and applications. The
Test Demonstration Program includes four main phases. (1) In the first phase or
"Paper Test", a manufacturer submits current specifications of a selected motor.
Raser's engineers then provide a "paper test" or comparison of the customer's
current motor performance to the predicted Symetron(TM) Enhanced performance. If
this Paper Test shows sufficient performance improvements, then advancing to the
next test phase is justified and may be recommended. (2) The second phase or
"Installation Test" is the physical installation of the Company's technology
into the manufacturer's selected motor(s). This can happen via modification of
an existing motor or fabrication of a demonstration motor. The manufacturer
would provide selected motors and adequate documentation to facilitate
installation. (3) In phase three, the enhanced motor would be sent to an
independent accredited testing lab and/or the manufacturer's own testing
facility. All tests require non-disclosure agreements. Prior to testing, the
Company and the manufacturer would jointly develop a test protocol based on the
Company's recommendations and the manufacturer's test objectives. Results of the
test will be held confidential and be made available to the manufacturer. (4)
Phase four includes a written analysis and review. At this point the
manufacturer may conduct its own additional testing or field-testing by
installing the test motor into working applications.

         The company expects initial customer revenue, either through direct
customer contracts or licensing agreements, to be received in the third or
fourth quarter of 2004. This revenue, in the range of $2,000,000 in the later
part of 2004, together with a recently completed private offering of
approximately $1,860,000 and approximately $3,000,000 in additional funding
through a private offering to accredited investors only, expected in August
2004, (the "Financing Transaction"), is anticipated to provide the necessary
liquidity to fund current Company operations as well as the aforementioned
planned growth. For 2005 and beyond, the company expects that license revenue
from customer licenses and direct contracts will provide sufficient liquidity to
fund Company 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.

         Capital spending in the range of $300,000 is anticipated over the
remaining six months of 2004. If customer support or testing requirements do not
materialize as rapidly as planned, the Company will modify and delay its growth
and capital expenditure plans.


                                        9
<PAGE>

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 foreseeable 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.

         Since our inception, we have incurred significant net losses, including
a net loss of $1,551,680 for the quarter ended June 30, 2004. As a result of
ongoing operating losses, we had an accumulated deficit of $4,313,528 as of June
30, 2004. Our losses have resulted principally from research and development and
general and administrative expenses associated with our operations. We expect to
incur substantial losses for the foreseeable future. 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 will 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;

                                       10
<PAGE>

         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 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 have
no other current long-term business strategy. 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 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.

         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 will not be able to generate near term revenues to
sustain our long term licensing strategy, our stock price would decline and we
may be unable to continue operating or would be required to develop a new
business strategy.

We will 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 July 22, 2004, we consummated the Financing Transaction in which we
raised approximately $2,080,000 (before aggregate expenses of the offering
estimated at $220,000). We currently anticipate that the net proceeds of our
recent financing transaction, together with our current cash, will be sufficient
to meet our anticipated operating and capital requirements to fund the
development of the motor technology. Our future capital needs depend on many
factors, including the timing of our development efforts and the successful
commercial licensing of our technology. We will 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. 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. Moreover, the terms of

                                       11
<PAGE>

the preferred stock issued in the Financing Transaction entitle the holders of
our preferred stock to convert their shares of preferred stock into
approximately 285 shares of our common stock, at an effective price per share of
$3.50. In the event that we issue securities to raise additional capital at a
price less than $3.50 per share, then the holders of our preferred stock would
be able to convert their shares of preferred stock into an even greater number
of shares of our common stock, in which case our stockholders could experience
significant incremental dilution from the additional shares issuable upon
conversion of such preferred stock that could be sold into the public market.

         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. While 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, 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, as a result, we have not yet commercially
licensed our technology nor developed any commercially available products and we
may not be able to successfully develop other technology or products.

         Our Symetron (TM) motor and controller technology is new and unproven
and we are still in the early stages of investigating the feasibility of using
our technology in automotive, industrial and military/aerospace applications. In
addition, 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
products require significant and lengthy product development efforts, and to
date, we have not 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, if
the size of the potential markets for our technology is not sufficient, we will
be unable to generate significant revenue or achieve profitability.

                                       12
<PAGE>

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.

         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.

If we do not compete successfully, our ability to develop and license our
technology could be harmed and our business could suffer.

         In addition, our management, although experienced with technology
development and technology sales, has no specific experience in the sale of
electrical motors for automotive, industrial and military / aerospace
applications. This lack of experience may make it more difficult to establish
the contacts and relationships necessary to successfully license our technology
or market any products in those markets.

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

                                       13
<PAGE>

         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 highly skilled 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 Symetron
(TM) motor and controller. 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. 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.

                                       14
<PAGE>

         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 our products contain defects

         Products such as ours are subject to product liability lawsuits for any
defects that they may contain. While we continually test our products for
defects, defects in our products may be found in the future even after our
products have been commercially introduced. 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. Product defects could harm
our business and have a material adverse effect on our results of operations. In
addition, we may be subject to claims for damages related to product defects in
the future. A material product liability claim could harm our business, result
in unexpected expenses and damage our reputation.

Because our common stock is "penny stock," there may not be an active, liquid
trading market for our common stock and you may have difficulty selling your
shares.

         Our common stock is "penny stock" as 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 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. Compliance with these requirements have made it difficult to

                                       15
<PAGE>

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, our average weekly reported volume of
trading in our common stock since January 2004 is approximately 45,000 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.

If securities or industry analysts do not publish research reports about our
company, of if they make adverse recommendations regarding an investment in our
stock, our stock price and trading volume may decline.

     The trading market for our common stock may be influenced by the research
and reports that industry or securities analysts publish about our business. We
do not currently have and may never obtain research coverage by industry or
securities analysts. If no industry or securities analysts commence coverage of
our company, the trading price of our stock could be negatively impacted. In the
event we obtain industry or security analyst coverage, if one or more of the
analysts downgrade our stock or comment negatively on our prospects, our stock
price would likely decline. If one or more of these analysts cease to cover us
or our industry or fails to publish reports about our company regularly, our
common stock could lose visibility in the financial markets, which could also
cause our stock price or trading volume to decline.

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

         Our directors and officers 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 affairs
and over matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions. This concentration
of ownership may also have the effect of delaying or preventing a change in
control of our company and might affect the market price of our common stock.

         In addition, sales of significant amounts of shares held by our
directors and officers, or the prospect of these sales, could adversely affect
the market price of our common stock. Management's 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

                                       16
<PAGE>

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. 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 extreme 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, and 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 agreed
to register 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. Once
registered, such shares will be 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,
would likely cause our stock price to decline.

Item 4. Controls and Procedures

         (a) Evaluation of disclosure controls and procedures

         Based on evaluations as of June 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.

        (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.


                                       17
<PAGE>

PART II.  OTHER INFORMATION

Item 2.  Changes in Securities.

         On July 2, 2004, we filed Articles of Amendment to our Articles of
Incorporation to increase the number of authorized shares of capital stock from
55,000,000 shares of common stock to 105,000,000 shares of capital stock. We now
have 100,000,000 shares of common stock and 5,000,000 shares of preferred stock
authorized for issuance under our Articles of Incorporation. This increase in
the number of our authorized shares will permit our Board of Directors to issue
additional shares of our capital stock, which may result in dilution for our
existing shareholders.

         On July 2, 2004, we filed a Certificate of Designation of Preferences
Rights and Limitations, or the Certificate, which designates the rights,
preferences and privileges of our preferred stock under our Articles of
Incorporation. Under the Certificate, shares of our preferred stock are entitled
to cumulative dividends at the rate of 7% per annum payable quarterly beginning
on September 1, 2004. We must pay these dividends in either cash or common
stock, depending upon certain conditions. If we fail to pay these dividends as
required under the Certificate, the amount past due incurs a late fee of 18% per
year accrued daily, payable in cash. So, long as we have preferred stock
outstanding, we will be limited on our ability to make any distributions on our
common stock. If we were to liquidate, dissolve or wind-up, we would be required
to distribute to the holders of our preferred stock an amount per share equal to
the price per share paid by such holder plus all accrued but unpaid dividends.
Though, the preferred stock has no voting rights, other than as required by Utah
corporate law, we cannot take certain corporate actions that might impair the
rights of the holders of preferred stock without the consent of the holders of
the preferred stock outstanding. Each share of our preferred stock is
convertible at the option of the holder at any time into approximately 285
shares of our common stock. This conversion right is subject to certain
price-based antidilution protections. In particular, if we issue securities to
raise capital at a price per share below $3.50 per share, then each share of
preferred stock would convert into an even greater number of shares of our
common stock, subject to certain exceptions. Upon the occurrence of certain
triggering events, such as our failure to comply with the terms of the issuance
of the preferred stock, each holder of preferred stock would have a right to
redeem their shares of preferred stock at a price equal to at least 1.3 times
the amount such holder paid for the preferred stock. These rights of the
preferred stock are in preference to the rights of our common stock, which might
have the effect of limiting the value of our common stock.

         On May 3, 2004 we issued 62,500 shares of our common stock to our
President, John C. Ritter, pursuant to the restricted Stock Grant Agreements
that we entered into with Mr. Ritter in February, 2004. These shares were valued
at $3.30 per share as of May 3, 2004. 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.

         From February to June, 2004 we sold 522,333 shares of our common stock
to certain "accredited" investors, at a price of $2.00 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.

         During the second quarter of 2004, we issued 860,000 shares under our
Amended and Restated 2004 Long-Term Incentive Plan. 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.

                                       18
<PAGE>

         On June 2, 2004, we issued $200,000 in Debentures designed 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 Investor
would have piggy-back 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
approximately $4.70 on June 2, 2004, the Company recorded a beneficial
conversion feature of $200,000, thus resulting in additional interest expense of
$200,000 and an effective interest rate of 105%. In addition, we will issue to
the debtholder a warrant to purchase one (1) share of common stock for every one
(1) share issuable upon conversion at an exercise price of $3.50 per share. The
warrants will have a term of three (3) years and a cash-only exercise provision.
Subject to certain conditions, the shares issuable upon conversion and warrants
shall have piggy-back registration rights.

         On July 22, 2004, we entered into a Securities Purchase Agreement to
sell, in aggregate, up to $7,000,000 of preferred stock and warrants. Under the
agreement, we agreed to sell and issue up to 7,000 shares of preferred stock and
the aggregate subscription amount will be 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 the Closing Date of the sale of the shares and warrants,
each purchaser will purchase (a) shares of preferred stock with an aggregate
stated value equal to the purchaser's subscription amount, and (b) warrants to
purchase up to a number of shares of common stock equal to 25% of the
purchaser's subscription amount divided by $3.50, with an exercise price equal
to 120% of the average of the five VWAPs immediately prior to agreement date.
VWAP defines the method of determining the price based upon several factors
including Trading Day, Trading Exchange and Closing Prices. Within 60 calendar
days following the closing date of the sale of the shares and warrants, we will
be required to file a shelf registration statement coving the resale of 130% of
the Registrable Securities for an offering to be made on a continuous basis
pursuant to Rule 415. In connection with the Agreement, we have entered into a
Financial Advisory and Investment Banking Agreement pursuant to which we have
agreed to pay an advisory fee ranging from 7% to 10% of all equity funds raised
in the private markets. We are also required to issue Warrants to purchase 10%
of the aggregate number of fully diluted shares of common stock into which any
convertible securities which have been purchased in any financing, with the term
of such warrants to be for a period of 5 years and the exercise price to be
equal to the effective per share price paid by any financing sources or $8.55
per share. This agreement was the subject of Form 8-K filed by the Company on
July 24, 2004.

Item 3.   Defaults Upon Senior Securities.

     None; not applicable.

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

         On April 28, 2004, the holders of [33,092,000] shares of our
outstanding common stock, approved by written consent, in accordance with
Section 16-10a-704 of the Utah Revised Business Corporations Act, the following:

         1.   The adoption of our Amended and Restated 2004 Long-Term Incentive
              Plan.

                                       19
<PAGE>

         2.   The adoption of an amendment to our Articles of Incorporation to
              increase the number of authorized shares of capital stock from
              55,000,000 shares of common stock to 105,000,000 shares of capital
              stock divided into 100,000,000 shares of common stock and
              5,000,000 shares of preferred stock, with rights privileges and
              preferences to be set by our Board of Directors.

         3.   The election of each of the following individuals to our Board of
              Directors to serve until our 2005 Annual Meeting of Shareholders,
              or until his successor has been elected and have been duly
              qualified:

                                      Name
                                ------------------
                                R. Thomas Bailey
                                Kraig T. Higginson
                                James E. Morton
                                John C. Ritter
                                Fred Wenninger
                                David West

Item 5.   Other Information.

     None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.

     (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        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         Amended and Restated Bylaws of the Registrant.

         4.1         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         Form of Debenture.

                                       20
<PAGE>

         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        Form of Option Agreement for the Amended and Restated 2004
                     Long Term Incentive Plan.

         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 pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

         32.2        Certification of Chief Financial Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

         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.


     (b) Reports on Form 8-K.

              None.


                                       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)


August 12, 2004                            /s/  Kraig Higginson
---------------                            --------------------
    (Date)                                 Kraig Higginson,
                                           Chief Executive Officer and Director

August 12, 2004                            /s/  William Dwyer
---------------                            ------------------
    (Date)                                 William Dwyer,
                                           Chief Financial Officer



                                       22
<PAGE>

                                  Exhibit Index

         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        - 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         Amended and Restated Bylaws of the Registrant.

         4.1         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         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        Form of Option Agreement for the Amended and Restated 2004
                     Long Term Incentive Plan.

         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 pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

         32.2        Certification of Chief Financial Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.


                                       23
<PAGE>

         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.


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