EXHIBIT 31.2

                                CERTIFICATION OF
                    PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
          PURSUANT TO SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

I, Shlomo  Friedman,  the President,  Treasurer and  Secretary,  and Director of
PowerRaise, Inc. ("PowerRaise"), certify that:

1.   I have reviewed this Annual Report on Form 10-K of PowerRaise  for the year
     ended December 31, 2007;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     PowerRaise as of, and for, the periods presented in this report;

4.   As PowerRaise's  certifying  officer, I am responsible for establishing and
     maintaining  disclosure controls and procedures (as defined in Exchange Act
     Rules  13a-15(e)  and  15d-15(e))  and  internal   control  over  financial
     reporting (as defined in Exchange Act Rules  13a-15(f) and  15d-15(f))  for
     PowerRaise and have:

     a.   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,   to  ensure  that  material   information   relating  to
          PowerRaise,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;
     b.   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   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;
     c.   Evaluated the  effectiveness of PowerRaise's  disclosure  controls and
          procedures  and  presented  in this report our  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     d.   Disclosed in this report any change in PowerRaise's  internal  control
          over financial reporting that occurred during PowerRaise's most recent
          fiscal quarter  (PowerRaise's  fourth fiscal quarter in the case of an
          annual report) that has materially  affected,  or is reasonably likely
          to materially  affect,  PowerRaise's  internal  control over financial
          reporting; and

5.   As PowerRaise's  certifying  officer,  I have disclosed,  based on our most
     recent  evaluation  of  internal  control  over  financial  reporting,   to
     PowerRaise's  auditors  and the audit  committee of  PowerRaise's  board of
     directors (or persons performing the equivalent functions):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably likely to adversely affect PowerRaise's  ability to record,
          process, summarize and report financial information; and
     b.   Any fraud, whether or not material,  that involves management or other
          employees who have a significant role in PowerRaise's internal control
          over financial reporting.

                             POWERRAISE, INC.


Date: April 8, 2008          By: /s/ Shlomo Friedman
                                ------------------------------------------------
                             Name: Shlomo Friedman
                             Title: President, Treasurer, Secretary and Director
                                    (Principal Financial and Accounting Officer)