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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB/A

Amendment No. 1



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|(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, 2004



or



| ̈ | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------



Commission File Number 0-30657



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RASER TECHNOLOGIES, INC.

(Name of small business issuer in its charter)



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



|                                              |  |           
|--------------------------------------------- |  | ----------
|5152 North Edgewood Drive, Ste. 375 Provo, UT |  | 84604     
|(Address of principal executive offices)      |  | (Zip Code)



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



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



None



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



$0.01 par value common stock



$0.01 par value Series B preferred stock



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Check whether the issuer (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  xNo ̈



Check if 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 was $30,000



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 as of February 11, 2005 was approximately $249,546,020.



The number of shares outstanding of Registrants common stock as of February 11, 2005 was 49,246,071 shares.



Transitional Small Business Disclosure Format (check one):    Yes ̈No  x



DOCUMENTS INCORPORATED BY REFERENCE



None.



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EXPLANATORY NOTE



This Amendment No. 1 to the annual report on Form 10-KSB is being filed solely to correct 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 as of February 11, 2005. The number stated in the Companys Annual Report on Form 10-KSB for the year ended
December 31, 2004 filed on February 18, 2005 was incorrectly reported due to a clerical error. In addition, in connection with the filing of this Amendment No. 1 to the annual report on Form 10-KSB and pursuant to Rule 12b-15, the Company is
including certain currently dated certifications. The remainder of the annual report on Form 10-KSB filed on February 18, 2005 remains unchanged.



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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: 3/28/2005                                                                                                                                                                                          |  | /s/ Brent M. Cook                                        
|                                                                                                                                                                                                         |  | Brent M. Cook, Chief Executive Officer and Director      
|Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities on the dates indicated.
|Date: 3/28/2005                                                                                                                                                                                          |  | /s/ Brent M. Cook                                        
|                                                                                                                                                                                                         |  | Brent M. Cook, Chief Executive Officer and Director      
|                                                                                                                                                                                                         | 
|Date: 3/28/2005                                                                                                                                                                                          |  | /s/ William Dwyer                                        
|                                                                                                                                                                                                         |  | William Dwyer, Vice President and Chief Financial Officer
|                                                                                                                                                                                                         | 
|Date: 3/28/2005                                                                                                                                                                                          |  | *                                                        
|                                                                                                                                                                                                         |  | Kraig T. Higginson, Executive Chairman of the Board      
|                                                                                                                                                                                                         | 
|Date: 3/28/2005                                                                                                                                                                                          |  | *                                                        
|                                                                                                                                                                                                         |  | John C. Ritter, President and Director                   
|                                                                                                                                                                                                         | 
|Date: 3/28/2005                                                                                                                                                                                          |  | *                                                        
|                                                                                                                                                                                                         |  | James E. Morton, Secretary and Director                  
|                                                                                                                                                                                                         | 
|Date: 3/28/2005                                                                                                                                                                                          |  | *                                                        
|                                                                                                                                                                                                         |  | David W. West, Vice President and Director               
|                                                                                                                                                                                                         | 
|Date: 3/28/2005                                                                                                                                                                                          |  | *                                                        
|                                                                                                                                                                                                         |  | R. Thomas Bailey, Director                               
|                                                                                                                                                                                                         | 
|Date: 3/28/2005                                                                                                                                                                                          |  | *                                                        
|                                                                                                                                                                                                         |  | Fred Wenninger, Director                                 
|                                                                                                                                                                                                         | 
|Date: 3/28/2005                                                                                                                                                                                          |  | *                                                        
|                                                                                                                                                                                                         |  | Lee A. Daniels, Director                                 
|                                                                                                                                                                                                         |  |                                                          
|                                                                                                                                                                                                         |  | *By:                                                      |  | /s/ Brent M. Cook              
|                                                                                                                                                                                                         |  |                                                           |  | Brent M. Cook, Attorney-in-fact



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