U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-KSB/A-1

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2003
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                        Commission File No.  000-30657
                                             ---------

                            RASER TECHNOLOGIES, INC.
                            ------------------------
              (Name of Small Business Issuer 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)

                  Issuer's Telephone Number:  (801) 765-1200


Securities Registered under Section 12(b) of the Exchange Act:   None.
Name of Each Exchange on Which Registered:                       None.
Securities Registered under Section 12(g) of the Exchange Act:   $0.01 par
                                                                 value common
                                                                 stock.

     Check whether the Issuer (1) 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 Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X      No           (2)  Yes  X    No
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.  [ ]

     State Issuer's revenues for its most recent fiscal year:   December 31,
2003 - $0.

<PAGE>
     State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days.

     August 10, 2004 - $145,512.  There are approximately 14,551,209 shares of
common voting stock of the Company held by non-affiliates.  There is no
"established trading market" for the Company's securities, so these shares
have been arbitrarily valued at par value of $0.01 per share.

               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

     Not applicable.

                  (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

                             August 10, 2004

                                47,368,279

                    DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13 of this Annual Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

     This Form 10-KSB/A-1 is filed for the sole purpose of correcting certain
non-material typographical errors and to indicate the removal of the "going
concern" qualification from the independent auditors' report.

<PAGE>


Item 7.  Consolidated Financial Statements.
         ----------------------------------

<PAGE>

RASER TECHNOLOGIES, INC.
(A Development Stage Company)
Combined Consolidated Financial Statements
December 31, 2003 and 2002
<PAGE>


                                                  INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Raser Technologies, Inc.


We have audited the accompanying  combined  consolidated  balance sheet of
Raser Technologies,  Inc. (a development  stage company),  as of December 31,
2003 and 2002  and  the  related   combined   consolidated   statements  of
operations, stockholders'  equity/members'  deficit,  and  cash  flows  for
the  year  ended December 31, 2003,  for the period from October 28, 2002
(date of  inception) to December 31, 2002 and the cumulative amounts from
inception through December 31, 2003. These combined consolidated financial
statements are the responsibility of the Company's  management.  Our
responsibility is to express an opinion on these combined consolidated
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 combined consolidated  financial statements are free of material
misstatement.  An audit includes  examining,  on a test  basis,  evidence
supporting  the  amounts  and disclosures in the combined  consolidated
financial  statements.  An audit also includes 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 combined consolidated financial statements referred to
above present  fairly,  in all  material  respects,  the  financial  position
of Raser Technologies,  Inc. (a development  stage company),  as of December
31, 2003 and 2002 and the results of their operations and their cash flows for
the year ended December  31, 2003 and the period from October 28, 2002 (date
of  inception)  to December 31, 2002 and cumulative amount from inception
through December 31, 2003,  in conformity  with  accounting principles
generally accepted in the United States of America.


/s/TANNER + CO.


Salt Lake City, Utah
January 16, 2004, except
for Notes 2 and 10 as to
which the date is July 27,
2004


<PAGE>
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                                           Combined Consolidated Balance Sheet

                                                                  December 31,
------------------------------------------------------------------------------
                                                        2003        2002

     Assets
Current Assets:
  Cash                                                $ 231,703    $  5,265
                                                      ---------    --------

  Equipment, net                                         31,682           -
  Patents and trademarks                                 28,137      17,272
  Other assets                                            8,352           -
                                                      ---------    --------
             Total assets                             $ 299,874    $ 22,537
                                                      =========    ========

     Liabilities and Stockholders' Equity and Members' Deficit

Current liabilities:
  Accounts payable                                    $  69,439    $      -
  Accrued liabilities                                    27,107      27,313
                                                      ---------    --------
             Total current liabilities                   96,546      27,313
                                                      ---------    --------
Stockholders equity and members' deficit:
  Series A Convertible Preferred stock, non-voting,
   non-cumulative, $.01 par value, 5,000,000 shares
   authorized; no shares issued and outstanding               -           -
  Common stock, $.01 par value, 50,000,000 shares
   authorized; 46,306,000 and 38,950,000 outstanding,
   respectively                                         463,060     389,500
  Additional paid in capital                            816,089    (389,500)
  Members' deficit                                            -      (4,776)
  Deficit accumulated during the development stage   (1,075,821)          -
                                                       --------    --------
             Total stockholders equity and members'
             deficit                                    203,328      (4,776)
                                                       --------    --------
             Total liabilities and stockholders'
             equity and members' deficit               $299,874    $ 22,537
                                                       ========    ========

See accompanying notes to combined consolidated financial statements.      F-1
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                                 Combined Consolidated Statement of Operations

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

                                                   October 28,
                                                   2002 (Date of
                                       Year Ended  Inception) to
                                      December 31,  December 31,  Cumulative
                                           2003         2002        Amounts

Revenue                              $          -   $         -   $         -

Operating expenses:
   General and administrative             749,995       115,637       865,632
   Research and development               406,148       232,563       638,711
                                     ------------   -----------    ----------
             Total operating expenses   1,156,143       348,200     1,504,343

Interest expense                          280,808             -       280,808
                                     ------------   -----------    ----------
             Loss before income taxes  (1,436,951)     (348,200)   (1,785,151)

Income tax benefit                              -             -             -
                                     ------------   -----------    ----------
             Net loss                  (1,436,951)     (348,200)   (1,785,151)

Beneficial conversion feature on
Preferred Stock                          (611,784)            -      (611,784)
                                     ------------   -----------    ----------
             Net loss applicable to
             common shareholders     $ (2,048,735)  $  (348,200)  $(2,396,935)
                                     ============   ===========   ===========
Loss per common share-basic and
diluted                              $      (0.05)  $     (0.01)
                                     ============   ===========

Weighted average common shares-
basic and diluted                      40,389,000    38,950,000
                                       ==========    ==========
See accompanying notes to combined consolidated financial statements.      F-2
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
      Combined Consolidated Statement of Stockholders' Equity/Members' Deficit

                     October 28, 2002 (Date of Inception) to December 31, 2002
                                      and for the Year Ended December 31, 2003
------------------------------------------------------------------------------
                                        Series A
                                    Preferred Stock       Common Stock
                                   Shares    Amount   Shares      Amount
Balance, October 28, 2002
(date of inception)                     - $       -             - $         -

Restated shares issued in reverse
acquisition                             -         -    38,950,000     389,500

Equity interests issued for:
  Cash                                  -         -             -           -
  Accounts payable and liabilities      -         -             -           -
  Services                              -         -             -           -
  Warrants issued for patent costs      -         -             -           -

Net loss                                -         -             -           -
                               ----------    ------    ----------  ----------
Balance, December 31, 2002              -         -    38,950,000     389,500

Equity interests issued for:
  Cash                                  -         -             -           -
  Warrants issued for patent costs      -         -             -           -
Net loss through date of
incorporation (July 18, 2003)           -         -             -           -

Common stock issued for restructure
of equity interests due to change in
Company's entity status                 -         -             -           -

Acquisition of Wasatch Web Advisors,
Inc.                                    -         -     2,298,714      22,987

Series A preferred stock issued for:
  Cash                            930,000     9,300             -           -

Common stock issued for:
  Conversion of debt primarily due
  from related parties                  -         -       540,000       5,400
  Conversion of Series A
  preferred stock                (930,000)   (9,300)    1,550,000      15,500
  Consulting services for
  reverse merger                        -         -     2,967,286      29,673

Net loss from date of incorporation
(July 18, 2003) through December
31, 2003                                -         -             -           -
                                 --------     -----    ----------  ----------
Balance at December 31, 2003            -    $    -    46,306,000  $  463,060
                                 ========    ======    ==========  ==========
[CONTINUED]
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
       Combined Consolidated Statement of Stockholers' Equity/Members' Deficit

                                       October 28, 2002 (Date of Inception) to
                    December 31, 2002 and for the Year Ended December 31, 2003
------------------------------------------------------------------------------
                               Additional
                                Paid-in     Members'  Accumulated
                                Capital      Equity     Deficit     Total
Balance, October 28, 2002     $         - $         -  $        - $         -

Restated shares issued in
reverse acquisition              (389,500)

Equity interests issued for:
  Cash                                  -      14,634           -      14,634
  Accounts payable and liabilities      -     232,143           -     232,143
  Services                              -      94,147           -      94,147
  Warrants issued for patent costs      -       2,500           -       2,500

Net loss                                -    (348,200)          -    (348,200)
                               ----------  ----------  ----------  ----------
Balance, December 31, 2002       (389,500)     (4,776)          -      (4,776)

Equity interests issued for:
  Cash                                  -      81,337           -      81,337
  Warrants issued for patent costs      -       4,700           -       4,700

Net loss through date of incorporation
(July 18, 2003)                         -    (361,130)          -    (361,130)

Common stock issued for restructure
of equity interests due to change in
Company's entity status          (279,869)    279,869           -           -

Acquisition of Wasatch Web Advisors,
Inc.                              (22,987)          -           -           -

Series A preferred stock issued for:
  Cash                            920,700           -           -     930,000

Common stock issued for:
  Conversion of debt primarily due
  from related parties            534,600           -           -     540,000
  Conversion of Series A
  preferred stock                  (6,200)          -           -           -
  Consulting services for
  reverse merger                   59,345           -           -      89,018

Net loss from date of incorporation
(July 18, 2003) through December
31, 2003                                -           -  (1,075,821) (1,075,821)
                               ----------     -------  ----------  ----------
Balance at December 31, 2003   $  816,089     $     - $(1,075,821) $  203,328
                               ==========     =======  ==========  ==========

See accompanying notes to combined consolidated financial statements.      F-3
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                                 Combined Consolidated Statement of Cash Flows
------------------------------------------------------------------------------

                                                     October 28,
                                                   2002 (Date of Cumulative
                                       Year Ended  Inception) to   Amounts
                                      December 31,  December 31, Since Date
                                           2003         2002     of Inception
Cash flows from operating activities:
   Net loss                           $(1,436,951)   $(348,200) $(1,785,151)
   Adjustments to reconcile net loss
     to net cash used in operating
     activities:
       Depreciation expense                 1,164            -        1,164
       Research and development expenses
         incurred through assumption of
         liabilities                            -      232,143      232,143
       Common stock or membership interest
         issued for services               89,018       94,147      183,165
       Beneficial conversion feature on
         conversion of related party
         notes payable                    270,000            -      270,000
       Increase in other assets            (8,352)           -       (8,352)
       Increase in account payable         69,439            -       69,439
       (Decrease)increase in accrued
         liabilities                         (206)      12,541       12,335
                                        ---------    ---------    ---------
           Net cash used in operating
           activities                  (1,015,888)      (9,369)  (1,025,257)
                                        ---------    ---------    ---------

Cash flows from investing activities:
   Increase in patents                     (6,165)           -       (6,165)
   Purchase of property and equipment     (32,846)           -      (32,846)
                                        ---------    ---------    ---------
           Net cash used in investing
           activities                     (39,011)           -      (39,011)

Cash flows from financing activities:
   Proceeds from related party note
   payable                                270,000            -      270,000
   Proceeds from sale of Series A
   preferred stock                        930,000            -      930,000
   Proceeds from member contributions      81,337       14,634       95,971
                                        ---------    ---------    ---------
           Net cash provided by
           financing activities         1,281,337       14,634    1,295,971
                                        ---------    ---------    ---------
           Net increase in cash and
           cash equivalents               226,438        5,265      231,703

Cash and cash equivalents at beginning
of period                                   5,265            -            -
                                        ---------    ---------    ---------
Cash and cash equivalents at end of
period                                  $ 231,703    $   5,265    $ 231,703
                                        =========    =========    =========

See accompanying notes to combined consolidated financial statements.      F-4
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements

                                                    December 31, 2003 and 2002
------------------------------------------------------------------------------
1.   Organization and Summary of Significant Accounting Policies

Organization
Raser Technologies, Inc. (the Company) formerly (Wasatch Web Advisors, Inc.
was incorporated in Utah  September 14, 1999.  The Company has a wholly owned
subsidiary, Raser Technology Operating Company.

On October 28, 2002, Raser Technologies, LLC was originally organized as a
limited liability company under the laws of the State of Utah.  On July 18,
2003, the Company merged into Raser Technologies, Inc., a corporation
effectively changing its LLC organizational status to that of a corporation.
Each one percent membership interest in the Company was converted into 360,000
shares of the new corporation resulting in an issuance of 36,000,000 shares of
common stock. The Company changed its name from Raser Technologies LLC to
Raser Technologies, Inc.

Effective October 14, 2003, Wasatch Web Advisors, Inc.,  ("Wasatch") a
publicly held company, and Raser Technologies, Inc., a Utah corporation
("Raser") executed an Agreement and Plan of Reorganization, whereby Wasatch
agreed to acquire (i) 100% of the issued and outstanding shares of common
stock of Raser in exchange for 38,950,000 post-split shares of the Wasatch's
common stock, or approximately 95% of its post-Reorganization Agreement
outstanding common stock, and corresponding to the merger, Raser exchanged all
of its outstanding preferred stock on a one-for-one basis with Wasatch's
preferred stock.  Raser is considered the acquirer for accounting purposes and
this merger is accounted for as a reverse acquisition.  Corresponding to the
merger, Wasatch changed its name to Raser Technologies, Inc., and Raser, now
as a wholly owned subsidiary of Raser Technologies, Inc. (formerly Wasatch),
changed its name to Raser Technologies Operating Company.

The Company is engaged in the development and marketing of proprietary
resonant motor technology; however, the Company has not commenced planned
principal operations and has not recognized any revenues related to such
planned operations.  Accordingly, the Company is considered a development
stage company.

                                                                           F-5
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
1. Organization and Summary of Significant Accounting Policies (Continued)

Principles of Consolidation
The combined consolidated financial statements include the accounts of Raser,
and its predecessor, Raser Technologies, LLC, from inception and those of
Wasatch consolidated with Raser from the date of the merger.  All significant
inter-company transactions have been eliminated in consolidation.

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments with maturity of three months or less to be cash
equivalents.

Equipment
Equipment is recorded at cost and is depreciated over the estimated useful
lives of the related assets.  Depreciation is computed using the straight-line
method for financial reporting purposes.  The estimated useful lives of
property, plant, and equipment are as follows:


     Furniture and equipment                        7 years
     Equipment                                    5-7 years
     Computer equipment                             5 years

Patents and Trademarks
Costs to obtain patents are capitalized pending issuance of the patent.  If a
patent is obtained, the costs are amortized over the estimated life of the
patents or expensed if the patent is not issued.

The Company assesses recoverability of its patents by determining whether the
amortization of the balance over its remaining life can be recovered through
undiscounted future operating cash flows.  The amount of impairment, if any,
is
measured based on projected discounted future operating cash flows using a
discount rate which reflects the Company's average cost of funds.

                                                                           F-6
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
1.   Organization and Summary of Significant Accounting Policies-Continued

Patents and Trademarks - Continued
At December 31, 2003 and 2002, the Company had capitalized costs directly
related to the application for patents and trademarks in the amount of $28,137
and $17,272, respectively.  These costs are currently not being amortized as
the patent is pending.  Pending issuance of the patent, these costs will be
amortized over the life of the patent or expensed if the application is not
approved.

Income Taxes
Through July 17, 2003, the Company, with the consent of its members, elected
under the Internal Revenue Code to be subject to the income pass-through rules
associated with a limited liability company.  Under those provisions, the
Company did not pay corporate income taxes on its taxable income.  Instead,
the members were responsible for individual income taxes on their respective
shares (unless otherwise agreed) of the Company's taxable income.

On July 18, 2003 the Company changed its tax status to that of a corporation.
Therefore, after July 17, 2003, the Company has recognized deferred income tax
assets or liabilities for the expected future tax consequences of events that
have been recognized in the consolidated financial statements or income tax
returns. Deferred income tax assets or liabilities are determined based upon
the difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates expected to apply when the differences are
expected to be settled or realized.  Deferred income tax assets are reviewed
periodically for recoverability and valuation allowances are provided as
necessary.
                                                                           F-7
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
1.   Organization and Summary of Significant Accounting Policies-Continued

Stock-Based Compensation
The Company accounts for stock options granted to employees under the
recognition and measurement principles of APB Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations, and has adopted the
disclosure-only provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation."  Accordingly, no
compensation cost is recognized in the financial statements, when options
granted under those plans have an exercise price equal to or greater than the
market value of the underlying common stock on the date of grant.  The Company
issued no compensatory options to its employees during the year ended December
31, 2003 and for the period from October 28, 2002 (date of inception) to
December 31, 2003.

Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts, which, at times, may
exceed federally insured limits.  The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents.

Use of Estimates in the Preparation of Combined Consolidated Financial
Statements
The preparation of combined consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the combined consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results could
differ from those estimates.

Reclassifications
Certain reclassifications have been made in the prior year's consolidated
financial statements to conform with the current year presentation.
                                                                           F-8
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
2.   Liquidity

The Company is a development stage company, has not had revenues from
operations, has generated negative cash flow from operating activities, and
has generated net losses.  At December 31, 2003, the company had insufficient
working capital to fund operations.  The Company's liquidity is subject to
obtaining necessary funding from outside sources and ultimately generating
sufficient cash flow to sustain operations.

Subsequent to year-end, the Company raised $1.8 million (as discussed in note
10) and intends to raise additional funds through the sale of equity
securities and obtain profitable operations from licensing its technology.

3.   Equipment

Equipment consisted of the following as of December 31, 2003:

     Computer equipment                  $18,656
     Operating equipment                  11,795
     Furniture and fixtures                2,395
                                         -------
                                          32,846
     Accumulated depreciation             (1,164)
                                         -------
                                         $31,682
                                         =======
4.   Commitments

The Company has entered non-cancelable operating leases for its business
facility and a testing facility.  The operating leases obligate the Company at
approximately $95,000 for the year ended December 31, 2004 and $67,000 from
January 1, 2005 through August 31, 2005.  Total rent expense for the year
ended December 31, 2003 and the period from October 28, 2002 through December
31, 2002 was $35,000 and $0, respectively.
                                                                           F-9
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
5.   Series A Preferred Stock

Series A 10% Convertible Non-Voting Preferred Stock
The Company has designated 5,000,000 shares of preferred stock as Series A
12%, $.01 par value, Convertible Non-Voting Preferred Stock ("Series A
Preferred Stock").  As of December 31, 2003 there were no shares outstanding.

Dividends
The holders of the Series A Preferred Stock are entitled to dividends at the
rate of 12 percent per year of the liquidation preference of $1.00 per share,
payable annually, if and when declared by the board of directors.  Dividends
are not cumulative and the board of directors are under no obligation to
declare dividends.

Convertibility
Upon the approval of the Board of Directors, Series A Preferred Stock may be
convertible into the Company's common stock by dividing $1.00 plus any unpaid
dividends by 50% of the five day average closing bid price of the common
shares.

During the year the Company sold 930,000 shares of Series A Convertible
Preferred Stock in exchange for proceeds of $930,000.  These share were
converted into 1,550,000 shares of the Company's common stock or approximately
$.81 per share.  As a result of the beneficial conversion feature inherent in
the conversion rights and preferences of Series A Preferred Stock, the Company
has recognized a deemed dividend of $611,784.  This deemed dividend was
calculated based on the conversion price above at the time of conversion.
Because the Company has an accumulated deficit, dividends were recorded in
additional paid-in-capital and have a net affect of zero in that account and
is therefore not presented on the statement of stockholders equity as a
separate item.

Liquidation Preference
The holders of Series A Preferred are entitled to a liquidation preference of
$1.00 per share plus unpaid dividends.
                                                                          F-10
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
6.   Common Stock

Common Stock Issuances
During the year ended December 31, 2003, the Company issued 38,950,000 in
connection with the reverse merger.  These shares have been presented as if
issued at inception of the Company.  The Company effectively issued 2,298,714
shares of common stock upon the acquisition of Wasatch Web Advisors, Inc.
(Wasatch) which were the issued and outstanding common shares of Wasatch, just
prior to the reverse acquisition with Raser Technologies, Inc.  The Company
converted debt of $270,000, due primarily to related parties, in exchange for
540,000 shares of common stock, or at $.50 per share.  The Company recognized
additional interest expense of $270,000 for the beneficial conversion feature
based on the terms of the debt instruments which indicated a 50% beneficial
conversion rate.  The Company issued 2,967,286 shares of common stock to SCS
Consulting for services provided in the merger with Wasatch.  These shares
were valued at $89,018 on the date of grant and have been recorded as an
expense.  The Company converted all of its Series A Preferred Stock into
1,550,000 shares of common stock based on the conversion terms of the Series A
Preferred Stock (see note 5).

7.   Supplemental Cash Flow Information

For the year ended December 31, 2003:

     *    Cash of $2,546 was paid for interest and no cash was paid for
          income taxes

     *    The Company merged into a corporation effectively changing its LLC
          organizational status to that of a corporation.  The Company
          recapitalized its membership deficit of $279,869 into additional
          paid in capital.

     *    The Company converted $270,000 of convertible notes payable into
          540,000 shares of common stock.  The conversion resulted in a
          beneficial conversion feature of $270,000.

     *    The Company issued warrants to purchase membership interests
          valued at $4,700 for capitalized patent costs.

     *    The Company exchanged 930,000 shares of Series A preferred stock
          for 1,550,000 shares of common stock.
                                                                          F-11

<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
7.  Supplemental Cash Flow Information-Continued

     *    The Company issued 2,298,714 shares of common stock in conjunction
          with the acquisition of Wasatch Wed Advisors Inc.

     *    The company issued 2,967,286 shares of common stock for consulting
          services related to the merger valued at $89,018.

For the period ended December 31, 2002:

     *    No cash was paid for interest or income taxes during the period
          from October 28, 2002 (date of inception) to December 31, 2002.

     *    The Company issued a warrant to purchase 1% of the membership
          interest of the Company in exchange for the right to defer legal
          cost incurred in relation to the Company's development of its
          technology.  The warrant was valued at $7,500 and is being
          capitalized over the deferral period as patent costs.  The Company
          capitalized patent costs of $2,500 for the period ended December
          31, 2002.

     *    The Company received accrued liabilities and patents of $14,772
          for legal fees associated with the patents that were accrued at
          December 31, 2002.

     *    The Company recorded research and development expense of $232,143
          for liabilities assumed related to the research and development of
          the resonant motor technology.  Such liabilities assumed were
          payable to the current chief executive officer, an entity
          controlled by the chief executive officer, the chief financial
          officer, and an unrelated entity, and were paid through the
          issuance of membership interests.

     *    The Company exchanged ownership interests to acquire the services
          of new members of management.  These services have been valued at
          $94,147 and were recorded as general and administrative expenses.
                                                                          F-12
<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------

8.   Income Taxes

For the period beginning July 18, 2003 through December 31, 2003 the Company
incurred a net operating loss of approximately $806,000 for income tax
purposes.  The amount of and ultimate realization of the benefits from the net
operating losses is dependent, in part, upon the tax laws in effect, the
Company's future earnings, and other future events, the effects of which
cannot be determined.  The Company has established a valuation allowance for
all deferred income tax assets not offset by deferred income tax liabilities
due to the uncertainty of their realization.  Accordingly, there is no benefit
for income taxes in the accompanying consolidated statements of operations.

At December 31, 2003, the Company has net operating loss carryforwards
available to offset future taxable income of approximately $806,000 which will
begin to expire in 2018.  The utilization of the net operating loss
carryforwards is dependent upon the tax laws in effect at the time the net
carryforwards can be utilized.  The Internal Revenue Code contains provisions
that likely could reduce or limit the availability and utilization of these
net operating loss carryforwards.  For example, limitations are imposed on the
utilization of net operating loss carryforwards if certain ownership changes
have taken place or will be limited.  The Company will perform an analysis to
determine whether any such limitations have occurred as the net operating
losses are utilized.
Deferred income taxes are determined based on the estimated future effects of
differences between the financial statement and income tax reporting bases of
assets and liabilities given the provisions of currently enacted tax laws and
the tax rates expected to be in place.  The deferred income tax assets
(liabilities) are comprised of the following at December 31, 2003:

Net operating loss carryforwards             $246,000

Research and development tax credit            55,000
Valuation allowance                          (301,000)
                                             --------
                                             $      -
                                                                          F-13

<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------

8.  Income Taxes-continued

Reconciliations between the benefit for income taxes at the federal statutory
income tax rate and the Company's benefit for income taxes for the year ended
December 31, 2003 is as follows:
Federal income tax benefit at statutory rate       $489,000
State income tax benefit, net of federal
  income tax effect                                  49,000
Beneficial conversion feature related to debt      (101,000)
Loss applicable to period in which Company
  was an LLC                                       (135,000)
Other                                                (1,000)
Change in valuation allowance                      (301,000)
                                                   --------
                                                   $      -
                                                   ========
9.   Recent Accounting   Pronouncements

In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." The disclosure requirements of
FIN 45 were effective for combined consolidated financial statements of
interim or annual periods ending after December 15, 2002 and did not have a
material impact on the Company's combined consolidated financial statements.

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus
on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables." EITF
Issue No. 00-21 provides guidance on how to account for arrangements that
involve the delivery or performance of multiple products, services and/or
rights to use assets. The provisions of EITF Issue No. 00-21 will apply to
revenue arrangements entered into in fiscal periods beginning after June 15,
2003.  The adoption of this consensus is not expected to have a material
impact on the Company's combined consolidated financial statements.
                                                                          F-14

<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
9.   Recent Accounting   Pronouncements-Continued

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of FASB Statement No.
123," which is effective for all fiscal years ending after December 15, 2002.
SFAS No. 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation under SFAS No. 123 from the intrinsic value based method of
accounting prescribed by Accounting Principles Board Opinion No. 25.  SFAS 128
also changes the disclosure requirements of SFAS 123, requiring a more
prominent disclosure of the pro-forma effect of the fair value based method of
accounting for stock-based compensation.  The adoption of SFAS No. 148 by the
Company did not have a material impact on the Company's combined consolidated
financial statements.

In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, Consolidation of Variable Interest Ethics (FIN No. 46),
which addresses consolidation by business enterprises of variable interest
entities.  FIN No. 46 clarifies the application of Accounting Research
Bulletin No. 51, Financial statements, to certain entities in which equity
investors do not have the characteristics of a controlling financial interest
or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other
parties.  FIN No. 46 applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an
enterprise obtains an interest after that date.  It applies in the first
fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003.  The Company does not expect to identify any
variable interest entities that must be consolidated.  In the event a variable
interest entity is identified, FIN No. 46 may have a material impact on its
combined consolidated financial statements.

                                                                          F-15

<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
9.   Recent Accounting   Pronouncements-Continued

In December 2003, the FASB issued Interpretation No. 46 ("FIN 46R") (revised
December 2003), Consolidation of Variable Interest Entities, an Interpretation
of Accounting Research Bulletin No. 51 ("ARB 51"), which addresses how a
business enterprise should evaluate whether it has a controlling interest in
an entity through means other than voting rights and accordingly should
consolidate the entity. FIN 46R replaces FASB Interpretation No. 46 (FIN 46),
which was issued in January 2003. Before concluding that it is appropriate to
apply ARB 51 voting interest consolidation model to an entity, an enterprise
must first determine that the entity is not a variable interest entity (VIE).
As of the effective date of FIN 46R, an enterprise must evaluate its
involvement with all entities or legal structures created before February 1,
2003, to determine whether consolidation requirements of FIN 46R apply to
those entities. There is no grandfathering of existing entities. Public
companies must apply either FIN 46 or FIN 46R immediately to entities created
after January 31, 2003 and no later than the end of the first reporting period
that ends after March 15, 2004. The adoption of FIN 46 had no effect on the
Company's combined consolidated financial statements.

In April 2003, FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS 149 amends and clarifies
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities under
SFAS 133, Accounting for Derivatives and Hedging Activities. SFAS 149 is
generally effective for derivative instruments, including derivative
instruments embedded in certain contracts, entered into or modified after
June 30, 2003. The adoption of SFAS 149 did not have a material impact on the
combined consolidated financial statements.
                                                                          F-16

<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
9.   Recent Accounting   Pronouncements-Continued

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures in its balance
sheet certain financial instruments with characteristics of both liabilities
and equity. It is effective for such financial instruments entered into after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150 did not
have a material effect on its combined consolidated financial statements.

In December 2003, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 104, Revenue Recognition. SAB 104 revises or
rescinds portions of the interpretive guidance included in Topic 13 of the
codification of staff accounting bulletins in order to make this interpretive
guidance consistent with current authoritative accounting and auditing
guidance and SEC rules and regulations. The adoption of SAB 104 did not have a
material effect on the Company's combined consolidated financial statements.
                                                                          F-17

<PAGE>
                                                      RASER TECHNOLOGIES, INC.
                                                 (A Development Stage Company)
                           Notes to Combined Consolidated Financial statements
                                                                     Continued
------------------------------------------------------------------------------
10.  Subsequent  Event

     On February 25, 2004, the Company entered into Restricted Stock Grant
Agreements with its new President and its Chief Technical Officer.  Under
these Agreements, the company granted 1.5 million "unregistered" and
"restricted" shares of the Company's common stock.  The first 400,000 such
shares vested immediately upon execution of the Agreement.  The remaining
shares vest over a period of three years. Under the Agreement, all unvested
shares will vest immediately upon a "change in control" of the Company.
"Change in control" is defined as 1) any person becoming the beneficial owner,
directly or indirectly, of 50% or more of the Company's voting stock, or 2)
during any period of two consecutive years, persons who at the beginning of
such period constitute the Company's Board of Directors cease for any reason
to constitute at least a majority thereof, unless the election or the
nomination for election by the Company's stockholders of each new director was
approved by a vote of at least three-quarters of the directors then still in
office who were directors at the beginning of the period.  Any merger,
consolidation or corporate reorganization in which the owners of the Company's
capital stock entitled to vote in the election of directors prior to such
combination own 50% or more of the resulting entity's voting stock will not,
by itself, be considered a change in control.

     On July 23, 2004, the company received approximately $1.86 million from a
private placement and sale of approximately 2,000 shares of preferred stock.
This additional funding removed the doubts disclosed in note 2 about the
company's ability to continue as a going concern.
                                                                          F-18
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

8-K Current Report dated October 14, 2003, as amended, regarding the
Reorganization Agreement with Raser.

8-K Current Report dated October 14, 2003, regarding change in accountants.

Exhibits
--------

Exhibit
Number               Description
------               -----------

14             Code of Conduct*

31.1           302 Certification of Kraig Higginson

31.2           302 Certification of R. Thomas Bailey

32             906 Certification

                              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: 8-18-04                         By /s/ Kraig Higginson
      -------------                      -------------------
                                         Kraig Higginson
                                         Chief Executive Officer and
                                         Director

     In accordance with 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: 8-18-04                            /s/ Kraig Higginson
     -------------                       -------------------
                                         Kraig Higginson
                                         Chief Executive Officer and
                                         Director

Date: August 18, 2004                    /s/ John C. Ritter
     ----------------                    -------------------
                                         John C. Ritter
                                         President and
                                         Director

Date: August 18, 2004                    /s/ R. Thomas Bailey
     -------------                       --------------------
                                         R. Thomas Bailey
                                         Treasurer and
                                         Director


Date: 8-18-04                            /s/ David W. West
     -------------                       -------------------
                                         David W. West
                                         Vice President and
                                         Director

Date: August 18, 2004                    /s/ Timothy D. Fehr
     -------------                       ---------------------
                                         Timothy D. Fehr
                                         Chief Technical Officer, Senior V.P.