10-K 1 g2283.txt ANNUAL REPORT FOR THE YEAR ENDED 12-31-07 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _________________ Commission File Number: 333-137251 POWERRAISE INC. (Exact name of registrant as specified in its charter) NEVADA 98-0454140 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) c/o David Lubin & Associates, PLLC, 26 East Hawthorne Avenue, Valley Stream, New York 11580 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 887-8200 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of 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 Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.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. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller Reporting Company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] The issuer's revenues for its most recent fiscal year were $-0- The aggregate market value of the voting and non-voting common equity held by non-affiliates could not be computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently computed second fiscal quarter as there was no average bid or ask price for the registrant's common equity, as of the last business day of the registrant's most recent second fiscal quarter. The number of shares of the issuer's common stock issued and outstanding as of April 8, 2008 was 38,141,664 shares. Documents Incorporated By Reference: None TABLE OF CONTENTS Page ---- PART I Item 1 Business 3 Item 1A Risk Factors 5 Item 1B Unresolved Staff Comments 7 Item 2 Properties 7 Item 3 Legal Proceedings 7 Item 4 Submission of Matters to a Vote of Security Holders 7 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 6 Selected Financial Data 9 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operation 9 Item 7A Quantitative and Qualitative Disclosures About Market Risk 11 Item 8 Financial Statements and Supplementary Data 12 Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 23 Item 9A(T) Controls and Procedures 23 Item 9B Other Information 23 PART III Item 10 Directors, Executive Officers and Corporate Governance 24 Item 11 Executive Compensation 25 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 26 Item 13 Certain Relationships and Related Transactions, and Director Independence 27 Item 14 Principal Accountant Fees and Services 27 PART IV Item 15 Exhibits, Financial Statement Schedules 29 SIGNATURES 30 2 PART I ITEM 1. BUSINESS. As used in this Annual Report on Form 10-K (this "Report"), references to the "Company," the "Registrant," "we," "our" or "us" refer to PowerRaise, Inc., unless the context otherwise indicates. FORWARD-LOOKING STATEMENTS This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, and results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "will," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "continue" or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under "Liquidity and Capital Resources". We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws. CORPORATE BACKGROUND We were incorporated in the State of Nevada on March 11, 2005. We are a development stage company that has not generated any revenues since inception. Our initial focus was to become involved in the business of developing and marketing an internet commerce platform which enables schools to raise funds by collecting commissions from online shopping by parents and students. On June 12, 2007, Ruth Navon and Shlomo Friedman, the officers, directors and majority stockholders of the Company entered into a Stock Purchase and Sale Agreement which provided, among other things, for the sale of an aggregate of 20,000,000 shares of common stock of the Company (7,500,000 shares being sold by Ruth Navon and 12,500,000 shares being sold by Shlomo Friedman) for $.02 per share. An aggregate of 14,432,350 shares were purchased by Reuven Gamliel, an unaffiliated foreign person, and the balance of the purchased shares was purchased by twenty unaffiliated foreign persons. In addition, and in connection with the transactions contemplated by the agreement, Ruth Navon and Shlomo Friedman returned an aggregate of 30,000,000 shares of common stock to the Company for cancellation. Following the cancellation of these shares, Ruth Navon and Shlomo Friedman did not own any shares of the Company. As of June 22, 2007, and upon cancellation of the shares returned to the Company, the Company had 25,810,000 common shares issued and outstanding. As a result of the split which was effective on August 20, 2007, the Company had 25,810,000 shares and outstanding. Accordingly, the number of shares acquired by Mr. Gamliel represented 56% of the Company's stock issued and outstanding as of that date. Effective as of June 22, 2007, Ruth Navon resigned from her positions as President, Chief Executive Officer, Treasurer, Secretary and a director of the Company. On the same date, the Board of Directors of the Company elected Shlomo Friedman to serve as President, Chief Executive Officer, Treasurer and Secretary of the Company. 3 On August 20, 2007, the Company effected a 10 to 1 forward split of its 2,581,000 issued and outstanding common shares, resulting in 25,810,000 common shares on a post split basis. All shares and per share amounts have been retroactively restated to reflect the 10 for 1 forward stock split. On October 17, 2007, the Company entered into a Letter of Agreement with Teleclick Technologies Ltd., a limited liability company incorporated under the laws of the State of Israel ("Teleclick"). Pursuant to the Letter of Agreement, Teleclick will enable the Company to conduct a due diligence review of Teleclick. In consideration thereof, the Company paid $82,000 to Teleclick on November 1, 2007. In addition, the Company and Teleclick entered in a Secured Convertible Promissory Note dated December 3, 2007, pursuant to which the Company agreed to lend Teleclick an aggregate amount of $300,000. By the end of January 2008, the Company had loaned Teleclick the entire aggregate amount of $300,000. The Note is secured by all the assets of Teleclick and Teleclick agreed not to sell, lease or otherwise dispose of any portion of such assets. Teleclick also agreed not to pay, declare or set apart for such payment, any dividend or other distribution on its capital stock or make any other payments or distribution in respect of its capital stock. The Note bears interest at the rate of 15% per annum, payable in cash. All accrued but unpaid interest on the Note and any other amounts due thereon is due and payable on December 3, 2008, or earlier upon acceleration following an event of default, as defined in the Note. At the option of the Company, at any time on or before December 3, 2008, all principal and accrued interest on the Note is convertible into ordinary shares of Teleclick up to an amount equal to 99% of Teleclick's authorized share capital on a fully diluted basis. OUR BUSINESS PLAN Our initial intention was to focus on becoming involved in the business of developing and marketing an internet commerce platform which would enable schools to raise funds by collecting commissions from online shopping by parents and students. Since our incorporation, we have conducted several private placements of our securities in order to raise capital needed to fund our business. The funds raised were primarily used by us to begin the development of our website. It is through this website and our agreement with LinkShare Corporation that we intended to provide schools with the opportunity to offer their students and parents the ability to purchase products from a variety of merchants. Purchases made would have generated commissions to the schools as long as the students and parents used our website to make purchases. During the fourth quarter of 2007, Cnaan Glishot, the web development company we had been using to develop our website went out of business. We were left with an unfinished and non-operational website and the need for additional funds we did not budget for. Accordingly, we decided to pursue other business opportunities. On October 17, 2007, we entered into Letter Agreement with Teleclick, a company which develops and provides a "Click-For-Free-Calls" application designed to initiate calls from a web page and send and receive emails and SMS text messages from a web page. The "Click to Call" technology enables organizations to connect directly by phone with potential customers browsing their site who require speaking to a "real person". Pursuant to the Letter of Agreement, Teleclick will enable the officers, accountants, counsel, bankers and other representatives of the Company to conduct a due diligence review of Teleclick, for the purposes of possibly acquiring that company. If we consummate such acquisition, we will then be involved in the business of Teleclick. If we do not consummate such acquisition, we will have to continue our search for another acquisition candidate. EMPLOYEES Arie Hertz our Chief Executive Officer is our sole full time employee. In addition, we currently have one independent contractor. We expect no significant changes in the number of our employees other than such changes, if any, incident to our proposed acquisition of Teleclick. 4 ITEM 1A. RISK FACTORS. An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this Report before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment. RISK FACTORS RELATING TO OUR COMPANY 1. WE EXPECT OUR LOSSES TO CONTINUE IN THE FUTURE. UNLESS WE ARE ABLE TO GENERATE REVENUE AND MAKE A PROFIT, OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US. As we have never had any revenue, we are expecting losses over the next 12 months. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or operate a business and as a result our stockholders may lose their entire investment in us. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. 2. WE MAY NOT BE ABLE TO CONTINUE OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US. As discussed in the Notes to Financial Statements included in this Report, at December 31, 2007, we had a stockholder's equity of approximately $226,319. In addition, we had a net loss of approximately $191,810 for the period March 11, 2005 (inception) to December 31, 2007. Our financial condition raises substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period March 11, 2005 (inception) to December 31, 2007. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reduce operating expenses. Our business plans may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us. 3. WE HAVE NOT GENERATED ANY REVENUE FROM OUR DISCONTINUED BUSINESS AND WE WILL NEED TO RAISE FUNDS IN THE NEAR FUTURE. IF WE ARE NOT ABLE TO OBTAIN FUTURE FINANCING WHEN REQUIRED, WE MIGHT BE FORCED TO DISCONTINUE OUR OPERATIONS. Because we have not generated any revenue from our discontinued business, we will need to raise additional funds for the development of our proposed business plan and to respond to unanticipated requirements or expenses. In addition, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. We may not be able to obtain additional necessary funding. As of December 31, 2007 we had approximately $220 of working capital, we anticipate incurring costs of approximately $1,800,000 within the next 12 months related to the proposed acquisition of Teleclick. While the Company is currently attempting to raise funds through the sale of our securities, in the event that we are not successful in raising additional funds or that we raise only nominal financing, we anticipate that we will not be able to proceed with the contemplated acquisition of Teleclick. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardizing our business viability. In the event the Company fails to raise adequate funds, our Board of Directors would most likely dissolve the business, unless an alternative means of supporting our business plan emerges, or another business opportunity presented itself. 4. WE MAY NOT REACH A DEFINITIVE AGREEMENT WITH TELECLICK, WHICH WOULD HAVE A SUBSTANTIAL NEGATIVE IMPACT ON OUR COMPANY. 5 Although we have been conducting our due diligence on Teleclick since October 17, 2007, there can be no assurance that we will be able to reach a definitive agreement with Teleclick or otherwise consummate the proposed acquisition of Teleclick. If we do not acquire Teleclick, we will have to continue searching for an alternate acquisition candidate. 5. IN THE EVENT TELECLICK FAILS TO REPAY ITS PROMISSORY NOTE TO THE COMPANY, WE WILL NOT HAVE SUFFICIENT CAPITAL TO EFFECT OUR BUSINESS PLAN, WHICH MAY FORCE US TO DISCONTINUE OUR BUSINESS. On December 3, 2007, Teleclick issued a Secured Convertible Promissory Note to the Company pursuant to which the Company agreed to lend Teleclick an aggregate of $300,000. By the end of January 2008, the Company had loaned Teleclick the entire aggregate amount of $300,000. In the event Teleclick fails to repay the Note, we will not have sufficient funds remaining to conduct our proposed business plans. Accordingly, we may have to discontinue our business which could result in the loss of your investment in us. RISKS RELATING TO OUR COMMON SHARES 6. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE Our Articles of Incorporation, as amended, authorize the issuance of 1,000,000,000 shares of common stock. As of April 8, 2008, we had 38,141,664 shares of common stock issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders which may have an adverse effect on any trading market for our common stock and the value of your investment. 7. OUR COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAY BE DETRIMENTAL TO OUR INVESTORS AND THEREFORE YOU MAY FIND IT MORE DIFFICULT TO SELL YOUR SECURITY. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: * that a broker or dealer approve a person's account for transactions in penny stocks; and * the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: * obtain financial information and investment experience objectives of the person; and * make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: * sets forth the basis on which the broker or dealer made the suitability determination; and * that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be 6 sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Our investors may have remedies in cases where our securities are sold in a fraudulent manner. Such remedies may include the right to require us to return funds to our investors. Furthermore, a fraud may subject us to additional liabilities under federal and state securities laws for noncompliance with disclosure requirements. Because of the rights and remedies available to an investor in such event, our business may be irreparably harmed and we may not be able to continue operations. 8. THERE IS CURRENTLY NO ACTIVE TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET DOES NOT DEVELOP, HOLDERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES. Our common stock has been eligible to be traded on the Over-The-Counter Bulletin Board since February 23, 2007 under the ticker symbol PORS. There has been no active trading in the Company's securities and an active trading market in our securities may not develop or, if developed, may not be sustained. If for any reason our common stock is delisted from the Over the Counter Bulletin Board, or an active public trading market does not otherwise develop, our shareholders may have difficulty selling their common stock should they desire to do so. 9. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THE VALUE OF THE SHARES APPRECIATES AND THEY CAN SELL AT SUCH TIME. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless the value of the shares appreciates. There is no assurance that value of the shares will appreciate and a shareholder will be able to sell. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES. We currently maintain our corporate offices c/o David Lubin & Associates, PLLC, 26 East Hawthorne Avenue, Valley Stream, New York 11580. There is no charge for the use of these facilities. ITEM 3. LEGAL PROCEEDINGS. There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. During the period ending December 31, 2007, there has not been any matter which was submitted to a vote of the Company's shareholders through the solicitation of proxies or otherwise. 7 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES. MARKET INFORMATION Our common stock has been eligible to be traded on the Over-The-Counter Bulletin Board since February 23, 2007 under the ticker symbol PORS. There has been no active trading in the Company's securities and there have been no high or low bid prices quoted. HOLDERS As of April 8, 2008, there were 38,141,664 common shares issued and outstanding, which were held by 79stockholders of record. DIVIDENDS We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We do not have any equity compensation plans. RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES On August 20, 2007, the Company effected a 10 to 1 forward split of its issued and outstanding common shares. Accordingly, all share and per share amounts have been retroactively restated to reflect the 10 for 1 forward stock split. The Company accepted subscriptions from 41 investors for an aggregate of 5,810,000 shares of common stock. The purchase price paid to the Company for the shares was $0.025 per share for an aggregate of $145,250. Such shares were offered and sold by us in private placement transactions made between April 2005 and May 2006 to selling stockholders, who are non-U.S. persons, pursuant to the exemption from the registration under the Securities Act provided by Regulation S of the Securities Act. In September 2006, the Company filed a Registration Statement on Form SB-2 to register for resale the shares purchased in this offering. The Registration Statement was declared effective by the Securities and Exchange Commission on January 31, 2007. The Company did not realize any proceeds from the resale of the shares by the selling shareholders. As previously disclosed in the Company's Quarterly Report on Form 10-QSB, filed with the Securities and Exchange Commission on November 13, 2007, on October 17, 2007, the Company commenced an offering of up to 15,000,000 shares of its common stock to non-U.S. persons. The Company sold an aggregate of 11,500,000 shares to 8 investors. The purchase price paid to the Company for the purchase of such shares was $0.01 per share, resulting in gross proceeds to the Company of $115,000. The offering was closed on November 12, 2007. This transaction was conducted in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended. The Company did not make any offers in the United States, each of the purchasers was outside the United States, and there were no selling efforts in the United States. On November 20, 2007, we issued 100,000 shares of common stock to the Company's legal counsel pursuant to the terms of the Engagement Agreement between the Company and the law firm. In addition, on December 7, 2007, the Company issued 100,000 shares of common stock to Shlomo Friedman in consideration for services rendered to the Company. 8 On December 4, 2007, the Company commenced a private placement offering of 8,333,333 Units for aggregate gross proceeds of $2,500,000, or $0.30 per Unit. Each Unit consisted of (i) one share of common stock, (ii) one Class A Warrant, and (iii) one Class B Warrant. Each Class A Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $0.45 per share, expiring on year from the date of purchase. Each Class B Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $0.75 per share, expiring three years from the date of purchase of the Unit. This offering was made to non-U.S. persons in offshore transactions pursuant to the exemption from registration provided by Regulation S of the Securities Act. As of April 8, 2008 the Company accepted subscriptions from 8 investors for a total of 631,664 Units, raising an aggregate of $189,500. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2007. ITEM 6. SELECTED FINANCIAL DATA. Not applicable. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. Certain statements contained in this Report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of PowerRaise, Inc. And the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. PLAN OF OPERATION Since our incorporation on March 11, 2005, we have been a startup company that has not generated any revenue and has no customers. Over the next twelve months our primary business objective will be to complete our due diligence investigation of Teleclick, and if the results of our investigation are to our satisfaction, we intend to complete the acquisition of Teleclick. If we are not successful, we will then have to seek, investigate and, if such investigation warrants, engage in a business combination with another entity whose business presents an opportunity for our shareholders. During the next twelve months, we anticipate incurring costs related to the proposed acquisition of Teleclick and the filing of reports required to be filed by us under the Securities Exchange Act of 1934. We estimated that such expenses over the next twelve months will be approximately $1,800,000 RESULTS OF OPERATIONS During the twelve month period ended December 31, 2007, the Company remained in the development stage and has generated no revenue. We incurred net losses of $64,007 and $47,662 for the twelve month periods ending December 31, 2007 and December 31, 2006, respectively. General and administrative expenses were $11,423 for the year ended December 31, 2007 compared to $11,264 for the same period ended 2006. 9 LIQUIDITY AND CAPITAL RESOURCES Although we currently have approximately $30,000 in working capital, we expect that in we will require approximately $1,800,000 in the event we complete the acquisition of Teleclick. Of these funds, we expect that approximately $1,100,000 will be utilized for investing in Teleclick as a research and development subsidiary to further develop the product as needed by customers and $700,000 for the development of a marketing plan and staff necessary to generate sales for the product and general operating expenses. We do not have sufficient resources to effectuate our business. While the Company is currently attempting to raise funds through the sale of our securities, in the event that we are not successful in raising additional funds or that we raise only nominal financing, we anticipate that we will not be able to proceed with our business plan and our business will likely fail. In such an event, our Board of Directors would most likely dissolve the business, unless an alternative means of supporting our business plan emerges, or another business opportunity presented itself. TELECLICK NOTE RECEIVABLE The Company and Teleclick entered in a Secured Convertible Promissory Note dated December 3, 2007, pursuant to which the Company agreed to lend Teleclick an aggregate of $300,000. The Note bears interest at the rate of 15% per annum, payable in cash. All accrued but unpaid interest on the Note and any other amounts due thereon is due and payable on December 3, 2008, or earlier upon acceleration following an event of default, as defined in the Note. At the option of the Company, at any time on or before December 3, 2008, all principal and accrued interest on the Note is convertible into ordinary shares of Teleclick up to an amount equal to 99% of Teleclick's authorized share capital on a fully diluted basis. As of April 8, 2008, the Company had loaned Teleclick and aggregate of $300,000. GOING CONCERN CONSIDERATION The Company is a development stage company and has not generated any revenues since our inception on March 11, 2005. The Company incurred a net loss of $191,810 during the period from inception to December 31, 2007. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements contained herein for the period ending December 31, 2007, have been prepared on a "going concern" basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the reasons discussed herein and in the footnotes to our financial statements included herein, there is a significant risk that we will be unable to continue as a going concern. Our audited financial statements included in this Annual Report for the period ending December 31, 2007, contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. RECENT ACCOUNTING PRONOUNCEMENTS In preparing financial statements for the year ended December 31, 2007, the Company adopted the following accounting pronouncements: SFAS No. 123(R) -- In December 2004, the FASB issued SFAS No. 123 (Revised 2004) (SFAS 123 (R)) "Share-based payment" SFAS 123 (R) will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. FASB 123 (R) replaces FASB 123, Accounting for Stock-Based Compensation and supersedes APB option No. 25, Accounting for Stock Issued to Employees. This guidance is effective as of the first interim or annual reporting period after December 15, 2005 for Small Business filers. 10 SFAS No. 150 -- In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" which is effective for financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. This Statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer. The adoption of SFAS No. 150 did not have a material effect on the financial statements of the Company. SFAS No. 151 -- In November 2004, the FASB issued SFAS No. 151 (SFAS 151), "Inventory Costs" SFAS 151 amends ARB No. 43, Chapter 4. This statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 is the result of a broader effort by the FASB and the IASB to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS 151 will not have a material impact on the results of operations or financial position of the Company as it does not have inventory. SFAS No. 153 -- In December 2004, the FASB issued SFAS No. 153 (SFAS 153) "Exchange of Non-monetary assets" This statement was a result of a joint effort by the FASB and the IASB to improve financial reporting by eliminating certain narrow differences between their existing accounting standards. One such difference was the exception from fair value measurement in APB Opinion No. 29, Accounting for Non-Monetary Transactions, for non-monetary exchanges of similar productive assets. SFAS 153 replaces this exception with a general exception from fair value measurement for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement is effective for non-monetary assets exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 will not have a material effect on the Company's financial position or results of operations. FASB Interpretation No. 46(R) -- In January 2003, the FASB issued FASB Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46 provides guidance on the identification of entities for which control is achieved through means other than through voting rights, variable interest entities, and how to determine when and which business enterprises should consolidate variable interest entities. This interpretation applies immediately to variable interest entities created after January 31, 2003. 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 adoption of FIN 46 did not have a material impact on the Company's financial statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. 11 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS AND ADVISORS PCAOB REGISTERED REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors PowerRaise Inc. (A Development Stage Company) We have audited the accompanying balance sheets of PowerRaise Inc (A Development Stage Company) as of December 31, 2007 and 2006, and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2007, 2006 and from inception March 11, 2005 through December 31, 2007. 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 financial statements referred to above present fairly, in all material respects, the financial position of PowerRaise Inc (A Development Stage Company) as of December 31, 2007 and 2006, and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2007, 2006 and from inception March 11, 2005 through December 31, 2007, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has incurred a net loss of 191,810 from inception on March 11, 2005 to December 31, 2007, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Moore & Associates Chartered ---------------------------------------- Moore & Associates Chartered Las Vegas, Nevada March 31, 2008 2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501 12 POWERRAISE, INC. (A Development Stage Company) BALANCE SHEETS December 31, December 31, 2007 2006 --------- --------- ASSETS Current Assets Cash $ 219 $ 44,517 Loan Receivable from Teleclick 213,000 -- Accounts Receivable 3,126 -- --------- --------- Total Current Assets 216,871 45,043 Equipment, net (Note 6) 11,079 20,035 --------- --------- Deposits 526 526 --------- --------- Total Assets $ 227,950 $ 65,078 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts Payable $ 131 $ 131 --------- --------- Total current liabilities 131 131 --------- --------- Loan from Shareholders (Note 10) 1,500 42,500 --------- --------- Total liabilities 1,631 42,631 --------- --------- Stockholders' Equity (note 4) Common Stock, authorized 1,000,000,000 shares, par value $0.0001 Issued and outstanding on December 31, 2007 is 37,960,000 3,796 5,581 Series A Warrants 4,500 -- Series B Warrants 4,500 -- Paid in Capital 405,333 144,669 Deficit Accumulated During the Development Stage (191,810) (127,803) --------- --------- Total Stockholders' Equity 226,319 22,447 --------- --------- Total Liabilities and Stockholders' Equity $ 227,950 $ 65,078 ========= ========= The accompanying notes are an integral part of these financial statements. 13 POWERRAISE, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS

---------- a = Less than ($0.01) per share The accompanying notes are an integral part of these financial statements. 14 POWERRAISE, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY

The accompanying notes are an integral part of these financial statements. 15 POWERRAISE, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements. 16 POWERRAISE, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2007 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS The Company was incorporated under the laws of the state of Nevada on March 11, 2005. The Company has limited operations and in accordance with SFAS #7, is considered a development stage company and has not yet realized any revenues from its planned operations. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 fiscal year end. EARNINGS PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective March 11, 2005 (inception). Basic earnings (loss) per share amount are computed by dividing the net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. CASH EQUIVALENTS The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of the Company's financial instruments, consisting of accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements. INCOME TAXES Income taxes are provided in accordance with Statement of Financial accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax 17 reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. SOFTWARE DEVELOPMENT COSTS Software development costs representing capitalized costs of design, configuration, coding, installation and testing of the Company's website up to its initial implementation. Upon implementation, the asset will be amortized to expense over its estimated useful life of three years using the straight-line method. Ongoing website post-implementation costs of operation, including training and application maintenance, will be charged to expense as incurred. See Note 6. NOTE 3. WARRANTS AND OPTIONS As of December 31, 2007, there were 449,998 Class A warrants and 449,998 Class B warrants. See "Note 9". NOTE 4. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period from inception (March 11, 2005) to December 31, 2007 of $191,810. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On September 1, 2006, we entered into loan arrangements with two of our shareholders,. They loaned us an aggregate amount of $35,000. and $5,000 and $30,000 respectively from each of two shareholders. The loans are due on September 1, 2008 and accrue interest at the rate of 24% per annum. We have the option to repay the loan at any time after December 31, 2006. On March 22, 2007 we repaid the $5,000 loan in full with interest of $667.39 for a total of $5,667.39. On November 1, 2007, we entered into loan arrangement with our director and officer. He loaned us an aggregate amount of $1,500. The loan is due on November 1, 2009 and bears no interest. On December 14, 2007 we repaid $27,912 of the $30,000 loan and invoiced the lender $2,088 for services rendered by the company. Interest on this loan was forgiven. 18 As of December 31, 2007 there is one loan outstanding to our director and officer, in the amount of $1,500. Management is planning to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts. NOTE 5. RELATED PARTY TRANSACTIONS Our director, loaned the Company $7,500. The loan bears no interest and is payable on demand, not earlier than 36 months as witnessed by the promissory note dated March 14, 2005. On March 22, 2007 the company repaid the loan to its director and officer in the amount of $7,500. On November 1, 2007, we entered into loan arrangement with our director and officer. He loaned us an aggregate amount of $1,500. The loan is due on November 1, 2009 and bears no interest. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6. EQUIPMENT December 31, December 31, 2007 2006 ------- ------- Cost: Office and computer equipment $ 7,231 $ 5,762 Software development costs - website 28,988 28,988 ------- ------- 36,219 34,750 Less: Accumulated depreciation and amortization 25,140 14,715 ------- ------- Equipment, net $11,079 $20,035 ======= ======= The company depreciates all of its property and equipment on a straight line basis over 3 years. NOTE 7. INCOME TAXES The Company uses the liability method , where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal 2007, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $171,810 at December 31, 2007, and will expire in the year 2027. 19 As at December 31, 2007, deferred tax assets consisted of the following: Net operating losses $ 25,762 Less: valuation allowance (25,762) -------- Net deferred tax asset $ -- ======== NOTE 8. NET OPERATING LOSSES As of December 31, 2007, the Company has a net operating loss carry-forward of approximately $191,810, which will expire 20 years from the date the loss was incurred. NOTE 9. STOCKHOLDERS' EQUITY AUTHORIZED The Company is authorized to issue 1,000,000,000 shares of $0.0001 par value common stock. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. On August 6, 2007 the company's board of directors, approved an increase in the authorized common shares from 100,000,000 to 1,000,000,000 by consent resolution. The company's articles were amended with the State of Nevada on August 22, 2007. ISSUED AND OUTSTANDING For transactions with other than employee's stock, issuances are in accordance with paragraph 8 of SFAS 123, where issuances shall be accounted for based on the fair value of the consideration received. Transactions with employee's stock issuance are in accordance with paragraphs (16-44) of SFAS 123, where issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is the more reliable measure. On March 30, 2005, the Company issued 25,000,000 common shares (an aggregate of 50,000,000 shares) to each of its Directors for services rendered, valued at $ 0.0001 per share or $5,000. During the year ended December 31, 2005, the Company accepted subscriptions for 5,258,000 common shares from 17 investors under a private placement scheduled to close on June 30, 2006. The private placement was not subject to any minimum investment and was priced at $0.025 per share. The Company accepted the subscriptions on various dates throughout the year. During the six months ended June 30, 2006 the Company accepted further subscriptions on various dates throughout the period for 552,000 common shares from 24 investors under the private placement. The private placement closed on June 30, 2006. On June 12, 2007, the officers, directors and majority stockholders of the Company returned an aggregate of 30,000,000 shares of common stock to the Company for cancellation. On June 12, 2007, the officers, directors and majority stockholders of the Company, entered into a Stock Purchase and Sale Agreement (the "Agreement") which provided, among other things, for the sale of an aggregate of 20,000,000 shares of common stock of the Company (7,500,000 shares and 12,500,000 shares 20 being sold respectively by our director for $.02 per share (the "Purchased Shares") to the buyers listed in such Agreement. The majority of the Purchased Shares (an aggregate of 14,432,350 shares) were purchased by an unaffiliated foreign person, and the balance of the Purchased Shares were purchased by twenty unaffiliated foreign persons. The source of the cash consideration for the Purchased Shares was the buyers' respective personal funds. On August 6, 2007, the company effected a 10 to 1 forward split of its 2,581,000 issued and outstanding common shares, resulting in 25,810,000 common shares on a post split basis. All shares and per share amounts have been retroactively restated to reflect the 10 for 1 forward stock split. On November 1, 2007 we raised $100,000 and issued 10,000,000 shares of our common stock, purchase price $0.01 per share, to 7 investors. We received net proceeds of $98,000. On November 1, 2007 On November 12, 2007 we raised $15,000 and issued 1,500,000 shares of our common stock, purchase price $0.01 per share, to 1 investor. We received net proceeds of $14,980. On November 12, 2007 On November 20, 2007, we issued 100,000 shares of common stock to the Company's legal counsel pursuant to the terms of the Engagement Agreement between the Company and the law firm. During the month of December, 2007, the Company accepted subscriptions for 450,000 common shares from 5 investors under a private placement. We received net proceeds of $134,899 and issued 450,000 units of our common stock at a purchase price $0.30 per unit. Each Unit consisted of (i) one share of common stock, (ii) one Class A Warrant, and (iii) one Class B Warrant. Each Class A Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $0.45 per share, expiring on year from the date of purchase. Each Class B Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $0.75 per share, expiring three years from the date of purchase of the Unit. On December 7, 2007, the Company issued Shlomo Friedman 100,000 shares in consideration for services previously provided. As of December 31, 2007 the Company had 37,960,000 shares of common stock issued and outstanding. STOCK PURCHASE WARRANTS During the year, the Company closed a private placement whereby the Company issued 450,000 units for a total of $134,899. Each Unit consisted of (i) one share of common stock, (ii) one Class A Warrant, and (iii) one Class B Warrant. Each Class A Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $0.45 per share, expiring one year from the date of purchase. Each Class B Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $0.75 per share, expiring three years from the date of purchase of the Unit. The consideration was allocated to the shares and warrants issued based upon the relative fair value. Shares and Allocated Warrants Value -------- ----- Common stock issued 450,000 $ 125,899 Series A Warrants issued 450,000 4,500 Series B Warrants issued 450,000 4,500 ---------- ---------- 1,350,000 $ 134,899 ========== ========== 21 The value allocated to the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield of 0%, expected volatility of 916%, risk-free interest rate of 3.94% and expected lives of 1 year (Series A Warrants) and 3 years (Series B Warrants). NOTE 10. LONG-TERM DEBT Note payable to Mr. Shlomo Friedman an officer and director, bearing no interest and payable November 1, 2009 The company can repay any time $1,500 ------ $1,500 ====== NOTE 11. LOAN RECEIVABLE We entered into a Secured Convertible Promissory Note (the "Note") dated December 3, 2007, with Teleclick Technologies Ltd., a limited company organized in the State of Israel ("Teleclick"), pursuant to which the Registrant will lend Teleclick an aggregate of $300,000. The Note bears interest at the rate of 15% per annum, payable in cash. All accrued but unpaid interest on the Note and any other amounts due thereon is due and payable on December 3, 2008, or earlier upon acceleration following an event of default, as defined in the Note. All principal and accrued interest on the Note is convertible into ordinary shares of Teleclick up to an amount equal to 99% of Teleclick's authorized share capital on a fully diluted basis. On November 2, 2007 we paid Teleclick the sum of $82,000 in consideration for entering into the letter of intent, dated October 17, 2007. On December 5, 2007 we loaned Teleclick the sum of $90,000. On December 12, 2007we loaned Teleclick the sum of $25,000. On December 27, 2007 we loaned Teleclick the sum of $16,000. As of December 31, 2007 we loaned Teleclick a total amount of $213,000. NOTE 12. SUBSEQUENT EVENTS As of January 9, 2008 we raised $80,000 and issued 115,000 shares of our common stock, purchase price $0.30 per share, to 2 investors. During January, 2007 we paid Teleclick the sum of $87,000. On December 4, 2007, the Company commenced a private placement offering of 8,333,333 Units for aggregate gross proceeds of $2,500,000, or $0.30 per Unit. Each Unit consisted of (i) one share of common stock, (ii) one Class A Warrant, and (iii) one Class B Warrant. Each Class A Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $0.45 per share, expiring on year from the date of purchase. Each Class B Warrant entitles the holder thereof to purchase one share of common stock at an exercise price of $0.75 per share, expiring three years from the date of purchase of the Unit. This offering was made to non-U.S. persons in offshore transactions pursuant to the exemption from registration provided by Regulation S of the Securities Act. As of April 8, 2008 the Company accepted subscriptions from 8 investors for a total of 631,664 Units, raising an aggregate of $189,500. 22 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Moore & Associates, Chartered are our principal independent accountants. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter. ITEM 9A(T). CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing ad maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: Pertain to the maintenance of records that is in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors: and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company's Internal Control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in this Internal Control-Integrated Framework. Base on our assessment, we believe that, as of December 31, 2007, our internal control over financial reporting was EFFECTIVE at a reasonable assurance lever based on these criteria. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have not been any changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. ITEM 9B. OTHER INFORMATION. None. 23 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. DIRECTORS AND EXECUTIVE OFFICERS Set forth below is the name, age and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of our current director and executive officer: Name Age Positions and Offices Held ---- --- -------------------------- Arik Hertz 52 Chief Executive Officer Shlomo Friedman 59 President, Treasurer, Secretary and Director The business address of our officer and director is c/o David Lubin & Associates, PLLC, 26 East Hawthorne Avenue, Valley Stream, New York 11580. Mr. Arik Hertz was the Chief Sales and Marketing officer of RED-C Optical Networking, Inc. from December 2003 through February 2008. Mr. Hertz was a Vice President, Strategic Business Unit Manager, Embedded products, of Saifun Semiconductors, Inc. from August 2002 through June 2003. Mr. Hertz received MScEE degree from the Technion, Israel Institution of Technology, in 1985. Mr. Shlomo Friedman has been a Director since we were incorporated on March 11, 2005. On June 22, 2007, Mr. Friedman was elected President, Chief Executive Officer, Treasurer and Secretary of the Company. Since 1995, Mr. Friedman has been the Chief Executive Officer of Lugano Capital, a company engaged in the business of mergers and acquisitions and financing of young companies. Our officers and sole director are not directors in any other reporting companies. Our officers and our sole director has not been affiliated with any company that has filed for bankruptcy within the last five years. We are not aware of any proceedings to which our director and officers, or any associate of any such director or officers, is a party adverse to us. The Company's directors serve for a term of one year or until their respective successors are elected at our annual shareholders' meeting and is qualified, subject to removal by our shareholders. The Company's officers serve, at the pleasure of the Board of Directors, for a term of one year or until the successor is elected at the annual meeting of the Board of Directors and is qualified. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended December 31, 2007, all reporting persons complied with all applicable Section 16(a) filing requirements. AUDITORS; CODE OF ETHICS; FINANCIAL EXPERT Our principal independent accountant is Moore & Associates, Chartered. We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officer. We do not have a "financial expert" on the Board of Directors. The Board of Directors has not established a Code of Ethics as we currently only have one executive officer. NOMINATING AND AUDIT COMMITTEES The Board of Directors of the Company has not established an audit committee or nominating committee. Since we do not have a nominating or audit committee comprised of independent directors, the functions that would have been performed 24 by such committees are performed by our directors. The Board is of the opinion that such committees are not necessary since the Company currently has only one director, and to date, such director has been performing the functions of such committees. POTENTIAL CONFLICTS OF INTEREST We are not aware of any current or potential conflicts of interest with any of our executive officer and director. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations. ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION From our inception (March 11, 2005) until June 22, 2007, Ruth Navon had been a director and our sole executive officer. In March 2005, Ms. Navon was issued 2,500,000 shares in consideration for her services to us valued in the amount of $2,500. Between July 4, 2005 and December 31, 2005, Itamar Multimedia, whose principal owner and manager is Ms. Navon, was paid an aggregate of $13,900 in consideration for certain consulting services provided to us. For fiscal year ended December 31, 2006, Itamar Multimedia was paid an additional $3,000 in consideration of certain consulting services rendered to us. In March 2005, Mr. Friedman was issued 2,500,000 shares in consideration for his services to us valued in the amount of $2,500. On December 7, 2007, the Company issued Shlomo Friedman 100,000 shares in consideration for services previously provided. SUMMARY COMPENSATION TABLE The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for the fiscal periods indicated.

---------- (1) Ruth Navon was our President, Chief Executive Officer, Secretary, Treasurer, and a director of the Company from March 11, 2005 until June 22, 2007. (2) Shlomo Friedman has been a director of the Company since March 11, 2005. On June 22, 2007, Mr. Friedman was elected President, Chief Executive Officer, Treasurer and Secretary of the Company. (3) Between February 2, 2006 and February 23, 2006, Itamar Multimedia was paid an aggregate of $3,000 in consideration for certain consulting services provided to us. Ruth Navon is the principal of Itamar Multimedia. (4) On December 7, 2007, the Company issued Shlomo Friedman 100,000 shares in consideration for services previously provided. 25 OUTSTANDING EQUITY AWARDS As of December 31, 2007, no executive officer or director, or any former executive officer or director held unexercised options, stock that had not vested, or equity incentive plan awards. GRANTS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS No stock options or stock appreciation rights were granted to any executive officer, or any former executive officer and none hold unexercised options, stock that had not vested, or equity incentive plan awards. OPTIONS/SAR EXERCISE None of our directors, executive officers, or former directors or executive officers were issued any stock options or stock appreciation rights during the during the period from March 11, 2005 (inception) until December 31, 2007, and none of them holds unexercised stock options held as of such date. LONG TERM INCENTIVE PLAN AWARDS We have no long-term incentive plans. COMPENSATION OF DIRECTORS As discussed above in the section on Summary Compensation, $3,000 was paid to Itamar Multimedia (whose principal owner and manager is Ms. Navon), during the fiscal year ended December 31, 2006. Except for the foregoing, none of our directors or former directors received any compensation for fiscal year ended December 31, 2007. On December 7, 2007, the Company issued Shlomo Friedman 100,000 shares in consideration for services previously provided. EMPLOYMENT CONTRACTS As of December 31, 2007, there are no employment agreements between us and our officer and director. As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2008, the Company entered into an Employment Agreement, dated as of December 30, 2007, with Arik Hertz to become the Company's Chief Executive Officer. The effective date of the employment agreement was March 1, 2008. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table lists, as of April 8, 2008, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. The percentages below are calculated based on 38,141,664 shares of our common stock issued and outstanding as of April 8, 2008. We have 631,664 warrants outstanding which are exercisable into 631,664 shares of our common stock. Other 26 than the warrants, we have no options or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o PowerRaise, Inc.,26 East Hawthorne Avenue, Valley Stream, New York 11580. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person. Number of Shares of Percent of Common Stock Common Stock Name of Beneficial Owner Beneficially Owned Beneficially Owned ------------------------ ------------------ ------------------ Arik Hertz 0 (1) 0% Shlomo Friedman 100,000 0% Reuven Gamliel 14,432,350 37.84% All directors and executive officers as a group (two people) 100,000 0% ---------- (1) Arik Hertz is our Chief Executive Officer. Pursuant to his Employment Agreement with the Company, Mr. Hertz is entitled to options to purchase 800,000 shares of common stock of the Company at an exercise price of $0.30 per share; such options shall vest over a three year period commencing February 1, 2008. In addition, if the Company achieves $700,000 booking in the US market during the first year of his employment, Mr. Hertz is entitled to an option for 270,000 shares, exercisable at $0.30 per share; if during his second year of employment the Company achieves $5,000,000 of worldwide sales or leads the Company to a successful acquisition or merger, he will be granted an option for an additional 265,000 shares at an exercise price of $0.30 per share; and if during the third year the Company achieves $15,000,000 of worldwide sales or leads the Company to a successful acquisition or merger, Mr. Hertz will be entitled to an option for an additional 265,000 shares at an exercise price of $0.30 per share. CHANGES IN CONTROL There are no present arrangements or pledges of the Company's securities, known to management, which may result in a change in control of the Company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. On March 14, 2005, Shlomo Friedman, a director, made a loan to us in the amount of $7,500 which is repayable upon demand not earlier than 36 months after the date of the Loan Promissory Note, without interest. On March 22, 2007, the Company repaid the loan to Mr. Friedman in the amount of $7,500. On November 1, 2007, we entered into loan arrangement with Shlomo Friedman, currently our sole officer and director, for a loan in the aggregate principal amount of $1,500. The loan is due on November 1, 2009 and bears no interest. On December 7, 2007, the Company issued Shlomo Friedman 100,000 shares in consideration for services previously provided. On August 31, 2006, the Company issued a Loan Promissory Note to Itamar David, one of our shareholders, in the aggregate principal amount of $5,000. The loan was due on September 1, 2008 and accrues interest at a rate of 24% per annum. On March 22, 2007, we repaid the note to Mr. David in full with interest of $667.39. On August 31, 2006, the Company issued a Loan Promissory Note to Alan Sacks, one of our shareholders, in the aggregate principal amount of $30,000. The loan was due on September 1, 2008 and accrues interest at a rate of 24% per annum. On December 14, 2007, we repaid $27,912 to Mr. Sacks in cash in addition to $2,088 which we paid him for services rendered to the Company. Mr. Sacks forgave any and all accrued interest due under the note. On October 17, 2007, the Company entered into a Letter of Agreement with Teleclick. The Chief Executive Officer and Chief Research and Development Officer of Teleclick is Reuven Gamliel, the majority shareholder of the Company. Pursuant to the Letter of Agreement, Teleclick will enable the officers, accountants, counsel, bankers and other representatives of the Company to 27 conduct a due diligence review of Teleclick. In addition, the Company and Teleclick entered in a Secured Convertible Promissory Note dated December 3, 2007, pursuant to which the Company agreed to loan Teleclick an aggregate of $300,000. The Note is secured by all the assets of Teleclick and Teleclick agreed not to sell, lease or otherwise dispose of any portion of such assets. Teleclick also agreed not to pay, declare or set apart for such payment, any dividend or other distribution on its capital stock or make any other payments or distribution in respect of its capital stock. The Note bears interest at the rate of 15% per annum, payable in cash. All accrued but unpaid interest on the Note and any other amounts due thereon are due and payable on December 3, 2008, or earlier upon acceleration following an event of default, as defined in the Note. At the option of the Company, at any time on or before December 3, 2008, all principal and accrued interest on the Note is convertible into ordinary shares of Teleclick up to an amount equal to 99% of Teleclick's authorized share capital on a fully diluted basis. Effective as of March 1, 2008, the Company entered into an Employment Agreement with Arie Hertz, for Mr. Hertz to become the Company's Chief Executive Officer. Pursuant to the agreement, Mr. Hertz will receive an annual base salary of $150,000 for the first six months of employment and an annual base salary of $180,000 commencing with the seventh month of his employment. Mr. Hertz is also entitled to options to purchase 800,000 shares of common stock of the Company at an exercise price of $0.30 per share; such options shall vest over a three year period. In addition, if the Company achieves $700,000 booking in the US market during the first year of his employment, Mr. Hertz is entitled to an option for 270,000 shares, exercisable at $0.30 per share; if during his second year of employment the Company achieves $5,000,000 of worldwide sales or leads the Company to a successful acquisition or merger, he will be granted an option for an additional 265,000 shares at an exercise price of $0.30 per share; and if during the third year the Company achieves $15,000,000 of worldwide sales or leads the Company to a successful acquisition or merger, Mr. Hertz will be entitled to an option for an additional 265,000 shares at an exercise price of $0.30 per share. Mr. Hertz is also entitled to $1,351.80 reimbursement from the Registrant for medical insurance and $15,000 per year to be deposited by the Company in a 401(k) and life insurance plan. Either the Company or Mr. Hertz can terminate the agreement at any time by providing at least one and a half months notice during the first six month of employment and three months at any time after the six months of employment. DIRECTOR INDEPENDENCE We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of "independent directors." Nevertheless, we believe that Shlomo Friedman currently meets the definition of "independent" as promulgated by the rules and regulations of the American Stock Exchange. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. AUDIT FEES The following is a summary of the fees billed to us by Moore & Associates for professional services rendered for the past two fiscal years: Fee Category Fiscal 2007 Fees Fiscal 2006 Fees ------------ ---------------- ---------------- Audit Fees $2,000 $2,000 Audit-Related Fees $1,000 Tax Fees $ 0 $ 0 All Other Fees Audit Fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by Moore & Associates in connection with statutory and regulatory filings or engagements. 28 POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS We do not have an Audit Committee. Nevertheless, the Company's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. Exhibit No. Exhibit Description ----------- ------------------- 3.1 Certificate of Incorporation of the Company (annexed as Exhibit 3.1to our Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on September 12, 2006). 3.2 Bylaws of Company (annexed as Exhibit 3.2 to our Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on September 12, 2006). 3.3 Certificate of Change of the Company filed with the Secretary of State of Nevada on August 22, 2007 * 4.5 Secured Convertible Promissory Note dated December 3, 2007 issued by Teleclick Technologies Ltd. to the Company (annexed to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2007). 10.4 Stock Purchase and Sale Agreement, between Ruth Navon and Shlomo Friedman and purchasers, dated June 12, 2007 (annexed to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2007). 10.5 Letter Agreement dated October 17, 2007, between the Company and Teleclick Technologies, Ltd. (annexed to the Company's Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on November 13, 2007). 10.6 Form of Regulation S Subscription Agreement (annexed to the Company's Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on November 13, 2007). 10.7 Employment Agreement, dated as of December 30, 2007, by and between the Company and Arie Hertz (annexed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2008). 31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer * 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer * 32.1 Section 1350 Certification of Principal Executive Officer * 32.2 Section 1350 Certification of Principal Financial Officer * ---------- * Filed herewith 29 SIGNATURES In accordance with the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. POWERRAISE, INC. Date: April 8, 2008 By: /s/ Arik Hertz ------------------------------------------------ Name: Arik Hertz Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Shlomo Friedman ------------------------------------------------ Name: Shlomo Friedman Title: President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant, in the capacities and on the dates indicated.

Powerraise Inc 10-K