U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-K/A







AMENDMENT NO. 1


(Mark one)


x
Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934



For the Fiscal Year Ended December 31, 2010





or





 ̈
Transition Report Under 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 200, Provo, UT

84604(Address of principal executive offices)

(Zip Code)





Issuer’s telephone number: (801) 765-1200


Securities registered under Section 12(b) of the Exchange Act:





Title of each class

Name of each exchange on which registeredCommon stock, $0.01 par value

n/a





Securities registered under Section 12(g) of the Exchange Act:





None








Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933 (the “Securities Act”):





Yes   ̈     No  x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”): Yes   ̈     No  x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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   ̈





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 (§ 232.405 of this chapter) 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x





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  o



Accelerated filer oNon-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company x





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





The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing of the issuer’s common stock on June 30, 2010 as reported on NYSE, was approximately $47.6 million. Shares of common stock held by each executive officer and director and by each person who may be deemed to be an affiliate of the registrant have been excluded from this computation. The determination of affiliate status for this purpose is not necessarily a conclusive determination for other purposes.





The number of shares outstanding of registrant’s common stock as of April12, 2011 was 117,083,202 shares.









EXPLANATORY NOTE




This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends our annual report on Form 10-K for the year ended December 31, 2010 (our “2010 10-K”), originally filed with the Securities and Exchange Commission on April 15, 2011, solely for the purpose of amending the date of the REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM included in our 2010 10-K by filing an amended REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.  The REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM included in our 2010 10-K was inadvertently dated March 15, 2011.  This Amendment No. 1 corrects the date of the REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM to April 15, 2011.





This Amendment No. 1 does not reflect events occurring after the April 15, 2011 filing of our 2010 10-K and does not modify or update the disclosures set forth in our 2010 10-K, including the financial statements and notes to financial statements set forth in our 2010 10-K. We direct you to our filings with the Securities and Exchange Commission made subsequent to April 15, 2011 for additional information on events subsequent to April 15, 2011.











SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





RASER TECHNOLOGIES, INC.Date: June 22, 2011

/s/     N ICHOLAS G OODMANNicholas Goodman,Chief Executive Officer and Chairman





Pursuant to the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:





Date: June 22, 2011

/s/ Nicholas GoodmanNicholas Goodman, Chief Executive Officer and Chairman

(principal executive officer)Date: June 22, 2011

/s/ John T. PerryJohn Perry, Chief Financial Officer

(principal financial and accounting officer)Date: June 22, 2011

/s/  *Reynold Roeder, DirectorDate: June 22, 2011

/s/  *Barry Markowitz, DirectorDate: June 22, 2011

/s/ *James A. Herickhoff, DirectorDate: June 22, 2011

/s/ *Scott E. Doughman, Director


* Signed by John T. Perry, Attorney in fact













REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders


Raser Technologies, Inc.








We have audited the accompanying consolidated balance sheets of Raser Technologies, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Raser Technologies, Inc. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.





The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has suffered recurring losses, has used significant cash for operating activities since inception, has significant notes payable coming due in 2011, and has a lack of sufficient working capital.  This raises substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.








/s/     HEIN & ASSOCIATES LLP





Denver, Colorado


April 15, 2011