UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(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, 2006.

[ ] Transition report under 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.
                 (Name of Small Business Issuer in Its Charter)

            Nevada                                       98-0454140
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

          1687 West Broadway, Suite 303 ,Vancouver, BC, Canada V6J 1X2
               (Address of Principal Executive Offices) (Zip Code)

                                 (604) 736-6767
                (Issuer's Telephone Number, Including Area Code)

      Securities registered under Section 12 (b) of the Exchange Act: None


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

                        Common Stock, $0.001 par value.

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act: [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past twelve months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

The registrant's net sales for the year ended December 31, 2006, were $0.

The aggregate market value of our shares of common equity held by non-affiliates
of the Registrant as of March 12, 2007 based upon 0.25 is $145,250.

The number of outstanding shares of the registrant's Common Stock, $0.001 par
value, as of March 12, 2007 was 5,581,000 shares.
<PAGE>
                                TABLE OF CONTENTS


                                                                        Page No.
                                                                        --------
PART I

Item 1.   Description of Business.........................................   3
Item 2.   Description of Property.........................................   7
Item 3.   Legal Proceedings...............................................   7
Item 4.   Submission of Matters to a Vote of Security Holders.............   7

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters........   7
Item 6.   Management's Discussion and Analysis or Plan of Operation.......   8
Item 7.   Financial Statements............................................  14
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure........................................  26
Item 8A.  Controls and Procedures.........................................  26
Item 8B.  Other Information...............................................  26

PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act...............  26
Item 10.  Executive Compensation..........................................  28
Item 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters.................................  29
Item 12.  Certain Relationships and Related Transactions..................  30
Item 13.  Exhibits........................................................  30
Item 14.  Principal Accountant Fees and Services..........................  31

Signatures    ............................................................  32

Exhibits      ............................................................  33

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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

COMPANY HISTORY AND BUSINESS

We are in the business of marketing an internet commerce platform to enable
schools to raise funds by collecting commissions from online shopping by parents
and students. We were incorporated in the State of Nevada on March 11, 2005. The
address of our principal executive office is 1687 West Broadway, Suite 303,
Vancouver, BC, V6J 1X2.

From our incorporation until May, 2006 we raised an aggregate of $145,250 from
41 investors in a private placement. These funds were used by us primarily to
develop our website. It is through this website and our agreement with LinkShare
Corporation that we can now offer schools the opportunity to offer its students
and their parents the ability to purchase products from a variety of merchants.
Purchases made will generate commissions to the schools as long as the students
and parents use our website to make purchases.

OUR BUSINESS STRATEGY.

We intend to offer the use of our PowerRaise website to schools in North America
which will enable those schools to raise funds by earning commissions generated
from purchases made by parents and students of the schools from merchants
advertising on our website. We are able to earn such commissions through our
membership in the LinkShare Network. We are members of this network pursuant to
the Affiliate Membership Agreement, dated May 2005, with LinkShare Corporation,
which operates the LinkShare Network. As a member of the LinkShare Network we
are able to provide advertising links on our website to the websites of
participating online merchants. According to information provided to us by
LinkShare, there are thousands of online merchants that participate in the
LinkShare Network providing products in all major consumer categories. If our
agreement with LinkShare terminates, we will no longer link to merchants that
have agreements with LinkShare and we will have to seek new merchant
relationships. If a parent or student visiting the PowerRaise website clicks on
one of the links to the online merchant, that parent or student will be directed
to that merchant's site. We earn commissions on all sales made by a
participating online merchant to a person who has accessed the online merchant
through a link on the PowerRaise website. The amount of the commission earned
varies from merchant to merchant, but ranges from 4% to 50%. We will give one
half of the earned commission (2% to 25%) to the schools selected by the parent
or student.

We need to introduce our website to as many of these schools as we can. We
intend to send mailings to these schools containing the necessary materials to
be distributed to the parents in these schools. We intend to retain the services
of experienced commission-based sales agents. The commission-based agent's
responsibilities will include the following:

     *    to introduce the schools in their territories to the PowerRaise
          website.
     *    to send mailings to these schools.
     *    to establish and nurture personal relationships with the schools.

Any costs related to such activities will be incurred by the sales agents.

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We will provide the necessary "back-office support" to the commission-based
sales agents including:-

     *    advertising and marketing materials
     *    list of schools and contacts in their areas.
     *    on-line forum to assist with their duties.

Once a parent or student goes to our website, they will see all of the merchants
and products which are available. The parent or student would need to create an
account with us and choose up to four schools which they would like to support.
Clicking on a banner or advertisement on our site will automatically re-direct
the consumer to the selected merchant's site. The parent or student can then
make purchases directly from the merchant. We are not a vendor, supplier or
provider of any of the goods or services accessible through the PowerRaise
website. With every purchase made on the merchant's site, a commission is
generated for our benefit. The commission is generated as a result of this
referral. We will then submit the appropriate portion of this commission to the
school. The amount of the commission which we generate is decided between
LinkShare and the merchants. We expect to generate a commission to the schools
ranging between 2% to 25% (this is half of the gross commission we receive) of
the purchases made by the parents and students. With every purchase made on the
merchant's website, a commission is generated for our benefit. The commission
rates vary from 4% - 50% of the aggregate sales. Upon receipt of the
commissions, we will retain 35% of the commission and pay out the balance of the
commission as follows: (1) 15% will be paid to commission-based sales agents;
and (2) 50% will be paid to the designated schools.

Following is an example provided to illustrate how the commission structure
works:

On a $1,000 purchase from a merchant who has assigned a 10% commission to that
specific item, the distribution of the $100 commission will be calculated as
follows:

             Commission $100            %              Amount
             ---------------          ----             ------
                  Agent                15                $15
                 School                50                $50
               PowerRaise              35                $35
                 Totals               100%              $100

To implement our business strategy, we have entered into an Affiliate Membership
Agreement, dated May 2005, with LinkShare Corporation. According to information
provided to us by LinkShare, LinkShare is a leading provider of technology
solutions to track, manage, and analyze the performance of sales, marketing, and
business development initiatives. LinkShare has agreements with over 10,000
active merchants. These merchants include Fortune 500 and prominent companies
doing business online, such as J.C. Penney, 1-800-Flowers.com, Avon Products and
Dell Computer Corporation. As an affiliate of the LinkShare Network we are able
to provide advertising links on the PowerRaise website to participating online
merchants in return for a percentage of the sales generated as a result of our
efforts. In consideration thereof, we paid LinkShare a one time fee of $250. The
affiliate agreement also provides that either we or LinkShare may terminate the
agreement with or without cause. Should the agreement be terminated and we are
unable to enter into an agreement with another internet company offering
services similar to those offered by LinkShare, we will be unable to continue
our business.

The agreement with LinkShare allows us to link to merchants selected by
PowerRaise via the LinkShare Network from our website. The commission payable to
PowerRaise by the merchant is not determined by LinkShare but by the individual
merchant. By us clicking on the name of the merchant on the LinkShare site and
agreeing to the terms of the master agreement with that specific merchant, we
will have the ability to link to that merchant's website through our site.
LinkShare is an "intended third party beneficiary" to each of the Merchant
Agreements. As an "intended third party beneficiary," Linkshare, although not a

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party to the agreement with the merchants, may have rights enforceable pursuant
to the such agreements. There is no fee structure or amounts payable to
LinkShare from us apart from the initial $250 fee already paid. The agreements
provide that the merchants pay us a commission only when a sale is completed.
The commission varies from merchant to merchant and from item to item within
each merchant's inventory but ranges from 4% to 50% of the total sale. While we
do not play a role in setting any of the terms of the Merchant Agreements, the
agreements provide that either we or the merchants may terminate the agreements,
for any reason, provided that at least five day's prior written notice of such
termination is given to the other party and LinkShare. Termination of a merchant
agreement will result in the removal of that specific merchant from our website.

INDUSTRY BACKGROUND

Internet-based transactions between shoppers and merchants have grown rapidly in
recent years. This growth is the result of penetration of broadband technologies
and increased Internet usage; and the emergence of compelling commerce
opportunities and a growing awareness among shoppers of the convenience and
other benefits of online shopping.

COMPETITIVE FACTORS

Our primary competition comes primarily from several industry participants:

Incumbent Fundraiser players: These include companies such as SchoolPop
(http://www.schoolpop.com/); Donation Tree (http://www.donationtree.com/); and
Chinaberry. (http://www.chinaberry.com/). These companies currently dominate the
online fundraising market and we expect them to remain the dominant force for
the time being. These companies offer schools a program to raise funds which is
similar to our program.

Alternate Fundraiser players: Other potential competitors are major online mall
and search engine companies, which can use their existing user traffic to
provide them with a fundraising program. For example, Shop.com has begun to
offer a program to consumers to enable them to donate a portion of their
purchases to non-profit organizations.

We seek to differentiate ourselves by providing shoppers on our website with
faster and more user friendly search tools; while most competitors will
advertise only brand's banners on their website. We are providing a smart search
engine that searches for products from different merchants and compares not only
the prices, but the donation rates as well.

It should be noted that we are one of the smaller companies entering this market
and are substantially smaller than any of the competing companies mentioned
above.

MARKETING

Our marketing efforts will be directed toward executing our strategy of building
a network of relationships with schools and their parents and supporters
(end-users) so they use our website for their internet shopping. We will
emphasize how our website can add value and increase funding for the school with
minimal efforts and capital on their end. We hope this strategy will generate
revenues and establish our website as a one-stop shop for our potential
customers' shopping needs.

                                       5
<PAGE>
RESEARCH AND DEVELOPMENT

From our inception on March 11, 2005 to September 30, 2006, we incurred expenses
of approximately $49,388 in order to develop our website. We did not spend any
specific funds on research and development activities during the period ended
September 30, 2006 other than expenses that were generally incurred in the
development of our business. We expect that our annual research and development
expenses will increase as we complete work on other services that are currently
in development.

EMPLOYEES

We have no full time employees at this time. All functions including
development, strategy, negotiations and clerical are currently being provided by
our officer, and our director on a voluntary basis and one independent
contractor.

RISK FACTORS

GOING CONCERN ISSUE

Our independent auditors have expressed a going concern issue. Our ability to
continue as a going concern is dependent upon our ability to attain profitable
operations. We do not have an established source of funds sufficient to cover
operating costs and accordingly there is substantial doubt about our ability to
continue as a going concern.

Our extremely limited operating history and the discontinuation of our initial
business makes it difficult to evaluate our prospects. As a result of our short
operating history, we have only limited financial data and business information
with which to evaluate our business strategies, past performance and investment
in our common stock.

If we lose key personnel, we may be unable to successfully operate our business.
We depend on the continued contributions of our executive officers to work
effectively as a team, to execute our business strategy and to manage our
business. The loss of key personnel or their failure to work effectively could
have a material adverse effect on our business, financial condition and results
of operations.

COMMON STOCK PRICE IS VOLATILE

The price of our common stock is extremely volatile and investors may not be
able to sell their shares at or above their purchase price, or at all. Our stock
was recently traded on the OTC Bulletin Board and the "Pink Sheets". There is no
assurance that a viable market will develop. The price of our common stock in
the public market is highly volatile and may fluctuate substantially because of:

     *    actual or anticipated fluctuations in our future business and
          operating results;
     *    changes in or failure to meet market expectations; and
     *    fluctuations in stock market price and volume, which are particularly
          common among securities of technology companies, particularly new
          start-up companies.

WE DO NOT INTEND TO PAY DIVIDENDS

We have never declared or paid any cash dividends on shares of our common stock.
We currently intend to retain our future earnings for growth and development of
our business and, therefore, we do not anticipate paying any dividends in the
foreseeable future.

                                       6
<PAGE>
POSSIBLE "PENNY STOCK" REGULATION

Trading of our common stock on the OTC Bulletin Board may be subject to certain
provisions of the Securities Exchange Act of 1934, commonly referred to as the
"penny stock" rule. A penny stock is generally defined to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. If our stock is deemed to be a penny stock, trading in our stock
will be subject to additional sales practice requirements on broker-dealers.

These may require a broker dealer to:

     *    make a special suitability determination for purchasers of penny
          stocks;
     *    receive the purchaser's written consent to the transaction prior to
          the purchase; and
     *    deliver to a prospective purchaser of a penny stock, prior to the
          first transaction, a risk disclosure document relating to the penny
          stock market.

Consequently, penny stock rules may restrict the ability of broker-dealers to
trade and/or maintain a market in our common stock. Also, many prospective
investors may not want to get involved with the additional administrative
requirements, which may have a material adverse effect on the trading of our
shares.

ITEM 2. DESCRIPTION OF PROPERTY

We currently maintain our corporate offices at 1687 West Broadway, Vancouver,
British Columbia, V6J 1X2 in space provided to us from American Investments Ltd.
We currently are paying $550 per month for this space on a month-to-month basis.
We believe that this space will be sufficient until we start generating revenues
and need to hire employees.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to material pending legal proceedings. To the best of
the Company's knowledge, no governmental authority or other party has threatened
or is contemplating the filing of any material legal proceeding against the
Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the last fiscal quarter covered by
this report.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.

MARKET INFORMATION

On February 23, 2007, our common stock commenced trading over-the-counter and
was quoted on the OTC bulletin board system under the symbol "PORS.OB"

STOCKHOLDERS

As of March 2, 2007 there were 41 stockholders of record of our common stock.

                                       7
<PAGE>
DIVIDENDS

We have not declared any cash dividends during the last two fiscal years, and do
not anticipate paying such dividends in the near future. We anticipate all
earnings, if any, over the next 12 to 24 months will be retained for future
investments in business. Any future determination to pay cash dividends will be
at the discretion of the Board of Directors and will be dependent upon our
results of operations, financial conditions, contractual restrictions, and other
factors deemed relevant by the Board of Directors. We are under no contractual
restrictions in declaring or paying dividends to our common or preferred
shareholders. There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on our securities, except for any
applicable limitations under Nevada corporate law.

The future sale of presently outstanding "unregistered" and "restricted" common
stock by present members of management and persons who own more than five
percent of the outstanding voting securities may have an adverse effect on any
market that may develop in our common shares.

All common shares and any preferred shares that might be issued in the future
subject to the Company's bylaws, rank equally for the payment of dividends. If a
dividend was to be paid all issued shares would be eligible.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following plan of operation should be read in conjunction with the financial
statements and accompanying notes and the other financial information appearing
elsewhere in this annual report. The Company's fiscal year end is December 31.

FORWARD-LOOKING STATEMENTS

This report and the exhibits attached hereto contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements include, without limitation, statements as to
management's good faith expectations and beliefs, which are subject to inherent
uncertainties which are difficult to predict and may be beyond the ability of
the Company to control. Forward-looking statements are made based upon
management's expectations and belief concerning future developments and their
potential effect upon the Company. There can be no assurance that future
developments will be in accordance with management's expectations or that the
effect of future developments on the Company will be those anticipated by
management. The words "believes," "expects," "intends," "plans," "anticipates,"
"hopes," "likely," "will," and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company, or industry results, to differ
materially from future results, performance or achievements expressed or implied
by such forward-looking statements.

These risks and uncertainties, many of which are beyond the Company's control,
include (i) the sufficiency of existing capital resources and our ability to
raise additional capital to fund cash requirements for future operations; (ii)
uncertainties involved in the decision to acquire an existing business
opportunity or to embark on a start up venture; (iii) the ability of the Company
to achieve sufficient revenues from the operation of a business opportunity; and
(iv) general economic conditions. Although we believe the expectations reflected
in these forward-looking statements are reasonable, such expectations may prove
to be incorrect.

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Readers are cautioned not to place undue reliance on these forward-looking
statements which reflect management's view only as of the date of this report.
The Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances, except to the extent required
under the federal securities and other applicable laws.

The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-KSB.

PLAN OF OPERATION

We are a development stage company that has not generated any revenue and has no
customers. We anticipate that we may generate revenue from operations by
mid-2007. In the next twelve months our primary objective will be to complete
the development of our website and execute a comprehensive marketing plan for
our website; our President, Ruth Navon, with her experience in sales and
marketing and with the assistance of commission-based sales agents, should be
able to build a sales team that will hopefully drive both direct and indirect
sales. Eventually, our commission-based sales agents will be managed by our
President, Ruth Navon. All sales agents will be commission-based independent
contractors.

We will require further financing to fund the expansion of our business. We
cannot assure you that we will be able to obtain financing in an amount
sufficient to attain our business objectives and on terms acceptable to us. The
issuance of our equity securities will result in dilution to holders of our
common stock.

We believe that the primary source of revenue for our business model will be the
commissions generated by parents shopping via the PowerRaise website. Our
commission-based sales agents will contact schools in order to introduce them to
the PowerRaise concept. The schools, in turn, will encourage the parents to shop
via the PowerRaise website and generate commissions for the benefit of the
schools. Our revenue will be a percentage of those commissions.

It is our management's opinion that upon the completion of our website, our next
milestone will be to commence advertising and marketing our website. We need to
market the PowerRaise website and establish customer relationships with schools
in as many marketplaces in North America as possible. The web marketing industry
is characterized by the need to achieve a critical mass of users in order to
compete effectively. In order to develop a viable web-marketing business, we
need to achieve a critical mass of 15,000 users on a monthly basis.

Following is an example provided to illustrate how the commission structure
works: If in a school there are approximately 500 families and a
commission-based agent introduces 30 schools to our website then he has the
potential of introducing 15,000 families to our website. If only 20% (3, 000) of
the 15,000 families use our website to purchase goods or services and each
family spends an average of $100, then the commission based agent will generate
a total of $300,000 in sales. The merchants will pay us a commission ranging
from 4% and 50%. If the average commission is 25% or $75,000 then we will
distribute the commission as follows: 50% or $37,500 is divided among the
designated schools; 15% or $11,250 goes to the commission-based sales agent; and
we retain 35% or $26,250.

Under the leadership of our CEO, Ruth Navon, we expect to undertake an
advertising and marketing campaign. While Ms. Navon will initially spearhead and
design this campaign, in the future, we will need to hire or contract with a
third party marketing firm to assist Ms. Navon. We estimated that the marketing

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expenses for the first year will be approximately $10,000. Of this amount we
will allocate $1,000 which will give us access to a vast collection of qualified
resumes via www.monster.com. This expenditure will give us the ability to peruse
the profiles of up to 3,000 potential sales agents. In addition and at no cost
to the company, we intend to have reciprocal arrangements with related internet
sites (school-boards, school suppliers) where we each display the other's
website link. The purpose of this arrangement is to get potential customers to
visit our website. The balance will be used to pursue the company's business
plan. Although Ms. Navon will be working on the initial advertising and
marketing campaign, we believe that this amount is insufficient to conduct an
effective marketing campaign and we will need to generate revenues in the next
12 months to cover any shortfall.

We anticipate that we will receive our first revenues in mid-2007.

Although we currently have approximately $45,000 in working capital, we
anticipate that we will be spending approximately $51,800 over the next
twelve-month period in pursuing this plan of operations. Our cash position as of
September 30, 2006 was $48,264. In July 2006, we prepaid approximately $10,000
in legal fees. To obtain additional funding, on March 14, 2005, we entered into
a loan arrangement with Shlomo Friedman, a director of the Company. Mr. Friedman
lent the Company $7,500 payable upon demand not earlier than 36 months after the
date of the loan, without interest. Furthermore, on September 1, 2006, we
entered into a loan arrangements, as amended and restated as of September 13,
2006, with two shareholders, Itamar David and Alan Sacks. These two shareholders
loaned the Company an aggregate amount of $35,000. Mr. David loaned us $5,000
and Mr. Sacks loaned us $30,000. Pursuant to the terms of their loan
arrangements, the loans are due on September 13, 2008 and will accrue interest
at the rate of 24% per annum. On September 13, 2008, we will owe Mr. David
$7,400 and Mr. Sacks $44,400. We have the option to repay the loan at any time
after December 31, 2006.

Our executive officer and directors have orally agreed to loan the Company up to
$50,000 without interest for up to 2 years if the Company is unable to find
investors within 30 days of the date the need for financing arises. and is
presented to them..

In the event that we are not successful in raising additional financing or that
we raise only nominal financing, we anticipate that we will not be able to
proceed with our business plan for the development and marketing of website
(www.poweraise.com), 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. One alternative that may be considered by our
board in such a circumstance would be a partnership with another more
financially stable company interested in our website (www.poweraise.com). Due to
our lack of operating history and present inability to generate revenues, there
currently exists substantial doubt about our ability to continue as a going
concern.

We anticipate incurring continuing operating losses for the foreseeable future.
We base this expectation, in part, on the fact that we will incur substantial
operating expenses in completing the development of our website and do not
anticipate earning any revenues until sometime next year. Our future financial
results are also uncertain due to a number of factors, some of which are outside
our control. These factors include, but are not limited to:

     *    our ability to stay current with our website order to successfully
          compete with established competitors.
     *    our ability to successfully market our website to potential customers;
     *    our ability to attract and retain skilled personnel once required.

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Furthermore, in our management's opinion, we will incur the following expenses
to fund our plan of operation for the next twelve months:

     *    Legal and organizational fees, which consist primarily of legal fees
          paid by us regarding securities advice and organizing the company. We
          estimate that our legal and organizational fees for the next twelve
          months will be approximately $20,000, of which we prepaid $10,000;
     *    Accounting fees and expenses of approximately $2,000;
     *    Development cost to complete our website (www.poweraise.com) of
          approximately $10,000;
     *    Marketing expenses of approximately $10,000;
     *    Ongoing operating expenses consist primarily of office rent and
          communication cost of approximately $8,400;
     *    Interest on shareholder loans $8,400
     *    Working capital for the next twelve months will be approximately
          $3,000.

RESULTS OF OPERATIONS

During the twelve month period ended December 31, 2006, the Company remained in
the development stage and has generated no revenue.

PURCHASE OR SALE OF EQUIPMENT

We do not expect to purchase or sell any plant or significant equipment. We will
lease server space needed for hosting our website.

LIQUIDITY AND CAPITAL RESOURCES

Our cash position as of September 30, 2006 was approximately $48,264. On March
14, 2005, we obtained a loan from Shlomo Friedman, our director in the amount of
$7,500, the loan is payable upon demand not earlier than 36 months, without
interest. On September 1, 2006, we obtained two shareholders loans, one in the
amount of $30,000 from Alan Sacks and another in the amount of $5,000 from
Itamar David. The loan agreements were amended and restated on September 13,
2006. The loans are due on September 13, 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.

Our cash position as of January 8, 2007 was approximately $45,000.

In the opinion of our management, funds currently available will not satisfy our
working capital requirements up to September 30, 2007. Estimated funding
required during the twelve month period ending September 30, 2007 is $51,800.
Our cash position at March 1, 2007, was approximately $44,500.

     Website Development                    $(10,000)
     Marketing and Sales                    $(10,000)
     Legal and organizational *             $(10,000)
     Accounting fees and expenses           $ (2,000)
     Rent and office                        $ (8,400)
     Working Capital                        $ (3,000)
     Interest on shareholder loans          $ (8,400)

----------
* Expenses of approximately $20,000 of which we prepaid $10,000.

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We cannot guarantee that additional funding will be available on favorable
terms, if at all. If adequate funds are not available, our business prospects
and ability to continue our operations may be severely harmed, and we may have
to curtail, suspend or cease our business activities.

PERSONNEL

Ms. Ruth Navon, our President, Director and CEO, and Mr. Shlomo Friedman,
Director, each devote about 20 to 30 hours per week to our business. Although
Ms. Navon has other part-time obligations, she is willing to devote additional
time to our operations, if required. Other than our sole officer and one
independent contractor, we have no other employees.

GOING CONCERN CONSIDERATION

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. Our financial statements 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.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

In preparing financial statements for the year ended December 31, 2006, 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.

     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

                                       12
<PAGE>
     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.

                                       13
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

Financial statements as of and for the fiscal years ended December 31, 2006 and
2005, have all been examined to the extent indicated in their report by Moore &
Associates, Chartered, independent certified public accountants, and have been
prepared in accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the SEC. The aforementioned
financial statements are included below.33


                                 POWERRAISE INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2006
                                 C O N T E N T S


     Independent Auditors' Report.................................... 15

     Balance Sheet................................................... 16

     Statements of Operations........................................ 17

     Statements of Stockholders' Equity (Deficit).................... 18

     Statements of Cash Flows........................................ 19

     Notes to the Financial Statements............................... 20

                                       14
<PAGE>
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)
Vancouver, BC Canada

We have audited the accompanying balance sheet of PowerRaise, Inc (A Development
Stage Company) as of December 31, 2006, and the related  restated  statements of
operations,  stockholders'  equity and cash flows from inception  March 11, 2005
through  December 31, 2006 and 2005  (Restated) and the years then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in  accordance  with  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 restated  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,  2006 and the  results of its
operations and its cash flows from inception March 11, 2005 through December 31,
2006 and 2005 (Restated) and the years then ended, 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's net losses of $127,551 as of December 31,
2006 which  raise  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 7, 2007


               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                       (702) 253-7511 Fax (702) 253-7501

                                       15
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                                                   December 31,
                                                                      2006
                                                                    ---------
ASSETS

Current assets
  Cash and bank accounts                                            $  44,768
  Prepaid rental deposit                                                  526
                                                                    ---------

      Total current assets                                             45,294

Net property and equipment (Note 6)                                    20,035
                                                                    ---------
Total assets                                                        $  65,320
                                                                    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                                  $     131
                                                                    ---------

      Total current liabilities                                           131

Loan from Director (Note 5)                                             7,500
Loan from Shareholders (Note 11)                                       35,000
                                                                    ---------

Total liabilities                                                      42,631
                                                                    ---------

Stockholders' equity (Note 9)
  Authorized:
   100,000,000 common shares par value $0.001
  Common stock
    Issued and outstanding
    5,581,000 (December 31, 2005 - 5,525,800) Common shares             5,581
  Additional paid-in capital                                          144,669
  Deficit accumulated during the development stage                   (127,551)
                                                                    ---------

      Total stockholders' equity                                       22,699
                                                                    ---------

Total liabilities and stockholders' equity                          $  65,330
                                                                    =========

   The accompanying notes are an integral part of these financial statements.

                                       16
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                        Period Ended          Period Ended
                                        December 31,          December 31,          Cumulative
                                           2006                  2005             From Inception
                                        -----------           -----------         --------------
<S>                                     <C>                   <C>                   <C>
REVENUE                                 $        --           $        --           $        --
                                        -----------           -----------           -----------
OPERATING EXPENSES
  Depreciation and amortization              10,652                 4,063                14,715
  General & administrative (Note 5)          34,758                55,489                90,247
  Marketing                                      --                 2,189                 2,189
  Website                                     2,000                18,400                20,400
                                        -----------           -----------           -----------

Loss before income taxes                    (47,410)              (80,141)             (127,551)

Provision for income taxes                       --                    --                    --
                                        -----------           -----------           -----------

Net loss                                $   (47,410)          $   (80,141)          $  (127,551)
                                        ===========           ===========           ===========

Basic and diluted loss per
 Common share (1)
                                        ===========           ===========           ===========
Weighted average number
 of common shares
 outstanding (Note 9)                     5,569,953             4,911,011
                                        ===========           ===========
</TABLE>

----------
(1) less than $0.01


   The accompanying notes are an integral part of these financial statements.

                                       17
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                     Deficit
                                                                                   Accumulated
                                            Common Stock            Additional      During the          Total
                                       ---------------------         Paid in       Development      Stockholders'
                                       Shares         Amount         Capital          Stage            Equity
                                       ------         ------         -------          -----            ------
<S>                                 <C>             <C>            <C>             <C>                <C>
Inception, March 11, 2005                   --        $   --        $     --        $      --         $     --

Common stock issued for
services March 30,2005               5,000,000         5,000                                             5,000

Sale of common stock under
private placement @ $0.25 per
share                                  525,800           526         130,924                           131,450

Net loss for the year                       --            --              --          (80,141)         (80,141)
                                     ---------        ------        --------        ---------         --------
Balance December 31, 2005            5,525,800         5,526         130,924          (80,141)          56,309

Sale of common stock under
private placement @ $0.25 per
share                                   55,200            55          13,745                            13,800

Net loss for the period                     --            --              --          (47,410)         (47,410)
                                     ---------        ------        --------        ---------         --------

Balance December 31, 2006            5,581,000        $5,581        $144,669        $(127,551)        $ 22,699
                                     =========        ======        ========        =========         ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       18
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>


                                                            Period Ended        Period Ended
                                                            December 31,        December 31,         Cumulative
                                                               2006                2005            From Inception
                                                             ---------           ---------         --------------
<S>                                                          <C>                 <C>                 <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
  Net loss                                                   $ (47,410)          $ (80,141)          $(127,551)
  Adjustments To Reconcile Net Loss To Net Cash
   Used By Operating Activities
    Depreciation and amortization expense                       10,652               4,063              14,715
    Increase in prepaid rental deposit                             (60)               (467)               (526)
    Increase (decrease) in accounts payable                     (2,369)              2,500                 131
    Common stock issued for services                                --               5,000               5,000
                                                             ---------           ---------           ---------

Net cash used in operating activities                          (39,187)            (69,045)           (108,232)
                                                             ---------           ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Loan from Director (Note 5)                                    7,500               7,500
  Loan from Shareholders (Note 11)                              35,000              35,000
  Proceeds from issuance of common stock                        13,800             131,450             145,250
                                                             ---------           ---------           ---------

Net cash provided by financing activities                       48,800             138,950             187,750
                                                             ---------           ---------           ---------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Purchase of property and equipment                            (7,600)            (27,150)            (34,750)
                                                             ---------           ---------           ---------

Net cash used by investing activities                           (7,600)            (27,150)            (34,750)
                                                             ---------           ---------           ---------

Increase (decrease) in cash during the period                    2,014              42,755              44,769

Cash, beginning of the period                                   42,755                  --                  --
                                                             ---------           ---------           ---------

Cash, end of the period                                      $  44,769           $  42,755           $  44,769
                                                             =========           =========           =========

Supplemental disclosure with respect to cash flows:
  Cash paid for income taxes                                 $      --           $      --           $      --
  Cash paid for interest                                     $      --           $      --           $      --
  Common stock issued for services                           $      --           $   5,000           $   5,000
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       19
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


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 is computed by dividing the net income
(loss) by the weighted  average  number of common  shares  outstanding.  Diluted
earnings  (loss) per share is 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.

                                       20
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE 2. (CONTINUED)

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
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

                                       21
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE 2. (CONTINUED)

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

There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.

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, 2006 of $127,551.  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, Itamar David and Alan Sacks. They loaned us an aggregate amount of
$35,000.  Mr. David loaned us $5,000 and Mr. Sacks loaned us $30,000.  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.

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

Mr. Shlomo Friedman,  a 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 14th 2005

During the twelve months ended  December 31, 2006,  the company paid $nil (2005-
$22,500) to a Director,  and $2,500 to the President and Director  (2005 - $nil)
as consulting fees.

See Note 9.

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

                                       22
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE 5. (CONTINUED)

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. PROPERTY AND EQUIPMENT

                                                  December 31,     December 31,
                                                      2006             2005
                                                    -------          -------
Cost:
Office and computer equipment                       $ 5,762          $ 5,762
Software development costs - website                 28,988           21,388
                                                    -------          -------
                                                     34,750           27,150
Less: Accumulated depreciation and amortization      14,715            4,063
                                                    -------          -------
                                                    $20,025          $23,087
                                                    =======          =======

The company  depreciates  all of its property and  equipment on a straight  line
basis over 3 years.

NOTE 7. INCOME TAXES

Net  deferred  tax  assets  are $nil.  Realization  of  deferred  tax  assets is
dependent  upon  sufficient   future  taxable  income  during  the  period  that
deductible temporary  differences and carryforwards are expected to be available
to reduce taxable  income.  As the achievement of required future taxable income
is uncertain, the Company recorded a valuation allowance.

NOTE 8.  NET OPERATING LOSSES

As of December 31, 2006,  the Company has a net operating loss  carryforward  of
approximately  $127,551,  which will  expire 20 years from the date the loss was
incurred.

                                       23
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE 9. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is authorized to issue 100,000,000 shares of $0.001 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.

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  2,500,000  common shares (an aggregate of
5,000,000  shares) to each of its Directors for services  rendered,  valued at $
0.001 per share or $5,000.

During the year ended December 31, 2005, the Company accepted  subscriptions for
525,800 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  $0.25  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 55,200 common shares
from 24 investors under the private  placement.  The private placement closed on
June 30, 2006.

As of December 31, 2006 the Company had 5,581,000  shares of common stock issued
and outstanding.

                                       24
<PAGE>
                                 POWERRAISE INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2006


NOTE 10. RESTATEMENT OF THE FINANCIALS STATEMENTS

Due to an  error,  the  website  construction  has  been  expensed  rather  than
capitalize.  This  error has been  corrected  by  capitalizing  the  appropriate
amount.

NOTE 11. LONG-TERM DEBT

Note payable to Mr. Alan Sacks a shareholder,
bearing interest at 24% per annum and
principal and interest payable September 1, 2008
The company can repay any time after Dec 31, 2006                $ 30,000

Note payable to Mr. Itamar David a shareholder,
bearing interest at 24% per annum and
principal and interest payable September 1, 2008
The company can repay any time after Dec 31, 2006                   5,000
                                                                 --------
                                                                 $ 35,000
                                                                 ========

                                       25
<PAGE>
ITEM 8.  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 8A. CONTROLS AND PROCEDURES

Based on their evaluation as of the end of the period covered by this annual
report on Form 10-KSB, our principal executive officer and principal financial
officer concluded that our disclosure controls and procedures, as defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, were
effective in design and operation. There have been no changes in our system of
internal control over financial reporting in connection with the evaluation by
our principal executive officer and principal financial officer during the
period since December 31, 2005 through the date of the filing of this Annual
Report on Form 10-KSB that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

Set forth below are the names, ages and present principal occupations or
employment, and material occupations, positions, offices or employments for the
past five years of our current directors and executive officer:

   Name                 Age               Positions and Offices Held
   ----                 ---               --------------------------
Ruth Navon              44        Director, President, Chief Executive Officer,
                                  Secretary and Treasurer
Shlomo Friedman         58        Director

The business address of our officer and directors is c/o PowerRaise, Inc., 1687
West Broadway, Suite 303 Vancouver, British Columbia, V6J 1X2.

Our directors hold office until the next annual meeting of our shareholders or
until their successors are duly elected and qualified. Set forth below is a
summary description of the principal occupation and business experience of our
officer and each of our directors for at least the last five years.

Ms. Ruth Navon has been our President, Chief Executive Officer, Secretary and
Treasurer and a Director since we were incorporated on March 11, 2005. In 1999,
Ms. Navon founded Itamar Multimedia, and since then she has been its principal
owner and manager. Itamar Multimedia is engaged in the sale of educational
software to kindergarten and elementary school age children. At Itamar
Multimedia, Ms. Navon was responsible for establishing the business, defining
software requirements and marketing goals, and hiring marketing people,
photographers, office employees, and subcontractors. Ms. Navon received a B.A of
Business Administrations from New England College.

                                       26
<PAGE>
Mr. Shlomo Friedman has been a Director since we were incorporated on March 11,
2005. 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.

There are no family relationships among our directors and officer. None of our
directors or officer is a director in any other reporting companies. Neither our
sole officer nor any of our directors has been affiliated with any company that
has filed for bankruptcy within the last five years. We are not aware of any
proceedings to which any of our directors, or any associate of any such officer
or director, or is a party adverse to us.

Each of our directors serve for a term of one year or until their respective
successor is elected at our annual shareholders' meeting and is qualified,
subject to removal by our shareholders. Each officer serves, at the pleasure of
the board of directors, for a term of one year and until the successor is
elected at the annual meeting of the board of directors and is qualified.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, no present or former director, person nominated to
become a director, executive officer, promoter or control person of the Company:

          (1) was a general partner or executive officer of any business which
     filed a petition in bankruptcy or against which any bankruptcy petition was
     filed, either at the time of the bankruptcy or two years prior to that
     time;

          (2) was convicted in a criminal proceeding or named subject to a
     pending criminal proceeding (excluding traffic violations and other minor
     offenses);

          (3) was subject to any order, judgment or decree, not subsequently
     reversed, suspended or vacated, of any court of competent jurisdiction,
     permanently or temporarily enjoining, barring, suspending or otherwise
     limiting his involvement in any type of business, securities or banking
     activities; or

          (4) was found by a court of competent jurisdiction (in a civil
     action), the Securities and Exchange Commission or the Commodity Futures
     Trading Commission to have violated a federal or state securities or
     commodities law, and the judgment has not been reversed, suspended or
     vacated.

COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires directors, officers and persons who
own more than 5% of a registered class of our equity securities to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Directors, officers and greater than 5% shareholders are required by
SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of such forms that we received during
the fiscal year ended December 31, 2006, we believe that each person who at any
time during the fiscal year was a director, officer or beneficial owner of more
than 5% of our common stock complied with all Section 16(a) filing requirements
during such fiscal year.

                                       27
<PAGE>
AUDITORS; CODE OF ETHICS; FINANCIAL EXPERT

Our principal independent accountant is Moore & Associates, Chartered.
We do not have a Code of Conduct and Ethics applicable to our principal
executive, financial and accounting officer which specifies the Company's policy
relating to conflicts of interest. We do not have a "financial expert" on the
board or an audit committee or nominating committee.

POTENTIAL CONFLICTS OF INTEREST

We are not aware of any existing or potential conflicts of interest with any of
our executives or directors.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

Since our inception in March 2005, Ruth Navon has 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.

The following table sets forth summary compensation during the period from March
2005 (inception) until December 31, 2006 for our principal executive officer. We
have not paid any other executive officer in excess of $100,000 (including
salaries and benefits) during the last two fiscal years.

                           SUMMARY COMPENSATION TABLE
                From March 2005 (inception) to December 31, 2006.

<TABLE>
<CAPTION>
                                                                                      Nonqualified
Name and                                                              Non-Equity       Deferred
principal                                    Stock       Option     Incentive Plan   Compensation     All Other
position        Year   Salary($)  Bonus($)  Awards($)   Awards($)   Compensation($)   Earnings($)   Compensation($)  Total($)
--------        ----   ---------  --------  ---------   ---------   ---------------   -----------   ---------------  --------
  (a)           (b)      (c)        (d)       (e)         (f)            (g)             (h)             (i)           (j)
<S>             <C>      <C>        <C>     <C>         <C>         <C>              <C>            <C>               <C>
Ruth Navon      2006      0          0           0         0              0               0            $ 3,000 (1)   $ 3,000
                2005      0          0      $2,500 (2)     0              0               0            $13,900 (3)   $16,400

CEO, President, Treasurer and Director

</TABLE>

----------
(1)  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.
(2)  In March 2005, Ruth Navon was issued 2,500,000 shares in consideration for
     her services rendered to us valued in the amount of $2,500.
(3)  Between July 4, 2005 and December 29, 2005, Itamar Multimedia was paid an
     aggregate of $13,900 in consideration for certain consulting services
     rendered to us.

                                       28
<PAGE>
OUTSTANDING EQUITY AWARDS

As of December 31, 2006, neither our executive officer nor any of our directors
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 our officer or any
of our directors during the period from March 11, 2005 (inception) until
December 31, 2006.

OPTION/ SAR EXERCISE.

Neither our directors nor our executive officer were issued any stock options or
stock appreciation rights during the during the period from March 11, 2005
(inception) until December 31, 2006, 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

During the fiscal year ended December 31, 2006, we paid.$3,000 to Itamar
Multimedia, whose principal owner and manager is Ms. Navon, for consulting
services. Except for the foregoing, none of our directors received any
compensation for fiscal year ended December 31, 2006.

EMPLOYMENT CONTRACTS

There are no employment agreements between us and our sole executive officer or
any of our two directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, as of March 14, 2007,
concerning the ownership of our Common Stock by (a) each person who, to the best
of our knowledge, beneficially owned on that date more than 5% of our
outstanding Common Stock, (b) each of our executive officers and directors and
(c) all directors and executive officers as a group. Unless otherwise indicated,
the address of each person listed is c/o PowerRaise, Inc., 1687 West Broadway,
Vancouver, British Columbia, V6J 1X2.

As of March 14, 2007, we had outstanding 5,581,000 shares of Common Stock.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares of Common Stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned
by, and outstanding with respect to, the holder of such option or warrant.
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.

                                       29
<PAGE>
                                   Number of Shares               Percent of
                                    of Common Stock              Common Stock
Name of Beneficial Owner           Beneficially Owned         Beneficially Owned
------------------------           ------------------         ------------------
Ruth Navon                             2,500,000                     44.8%

Shlomo Friedman                        2,500,000                     44.8%

All  directors  and executive
 officer as a group (two
 persons)                              5,000,000                     89.6%

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 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 2005, Ruth Navon, our president, chief executive officer, secretary,
and treasurer, and a director, was issued 2,500,000 shares in consideration for
her services to the Company.

From March 11, 2006 (inception) to December 31, 2006, 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 the Company by Itamar
Multimedia. For fiscal year ended December 31, 2006, Itamar Multimedia was paid
an aggregate of $3,000 in consideration for certain consulting services provided
to us.

In March 2005, Shlomo Friedman, a director, was issued 2,500,000 shares in
consideration for his services to us. For fiscal year ended December 31, 2005,
Lugano Capital Ltd., whose principal owner and manager is Shlomo Friedman, was
paid $22,500 in the aggregate in consideration for certain consulting services
provided to us.

On March 14, 2005, Shlomo Friedman 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.

During the past two years, there have been no material transactions or series of
similar transactions to which the Company or any of our subsidiaries were or are
to be a party, in which the amount involved exceeds $60,000 and in which any
promoter, founder, director or executive officer, or any security holder who is
known to us to own of record or beneficially more than five percent of the our
common stock, or any member of the immediate family of any of the foregoing
persons, had a material interest, and none is presently proposed

ITEM 13. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the
Index to Exhibits on page 34 of this Form 10-KSB, and are incorporated herein by
this reference.

                                       30
<PAGE>
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 2006 Fees          Fiscal 2005 Fees
     ------------          ----------------          ----------------
     Audit Fees               $2,000.00                     $ 0
     Tax Fees                        --                      --
     Total Fees               $2,000.00                     $ 0

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.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

The Audit Committee'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.

                                       31
<PAGE>
                                   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: March 14, 2007           By: /s/ Ruth Navon
                                  ----------------------------------------------
                                  Ruth Navon
                                  President, Chief Executive Officer, Treasurer,
                                  Secretary and Director (principal executive,
                                  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.

    Signature                          Title                          Date
    ---------                          -----                          ----


/s/ Ruth Navon                        President                  March 14, 2007
------------------------------
Ruth Navon



/s/ Shlomo Friedman                   Director                   March 14, 2007
------------------------------
Shlomo Friedman

                                       32
<PAGE>


                                    EXHIBITS

EXHIBIT
  NO.                                DESCRIPTION
-------                              -----------

3(i)    Articles of Incorporation of the Registrant (*).

3(ii)   By-laws of the Registrant (*).

4.1     Form of Common Stock Certificate of the Registrant (*).

4.2     Loan Promissory Note dated March 14, 2005 made by the Registrant in
        favor of Shlomo Friedman**

4.3     Amended and Restated Loan Promissory Note, dated September 13, 2006,
        made by the Registrant in favor of Itamar David.**

4.4     Amended and Restated Loan Promissory Note, dated September 13,2006, made
        by the Registrant in favor of Alan Sacks**

10.1    Affiliate Membership Agreement, dated May, 2006, between the Registrant
        and LinkShare Corporation*

10.2    Form of Master Agreement between the Registrant and the Merchants**

10.3    Website Maintenance Agreement, dated July 6, 2005, between the
        Registrant and Itamar David**

31      Certification of the Chief Executive Officer and Chief Financial Officer
        pursuant to Rule 13a-14(a).

32      Certification of the Chief Executive Officer and Chief Financial Officer
        pursuant to 18 U.S.C. Section 1350.

----------
(*)     Incorporated by reference herein from the Registrant's Registration
        Statement on Form SB-2 (Registration No. 333-137251) filed with the SEC
        on September 12, 2006.

(**)    Incorporated by reference herein from Amendment No.1 to the Registrant's
        Registration Statement on Form SB-2 (Registration No. 333-137251) filed
        with the SEC on December 18, 2006.

                                       33