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

                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the fiscal year ended December 31, 2007

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

     For the transition period from _______________ to _________________

                       Commission File Number: 333-137251

                                 POWERRAISE INC.
             (Exact name of registrant as specified in its charter)

           NEVADA                                                 98-0454140
(State or other jurisdiction                                    (IRS Employer
     of incorporation)                                       Identification No.)

        c/o David Lubin & Associates, PLLC,
26 East Hawthorne Avenue, Valley Stream, New York                   11580
     (Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (516) 887-8200

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to section 12(g) of the Act:
                         Common Stock, $0.001 par value

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Exchange  Act  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller Reporting Company [X]
(Do not check if a smaller reporting company)

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

The issuer's revenues for its most recent fiscal year were $-0-

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  could not be  computed  by  reference  to the price at which the
common  equity was last sold,  or the average bid and asked price of such common
equity,  as of the last business day of the registrant's  most recently computed
second  fiscal  quarter  as  there  was no  average  bid or ask  price  for  the
registrant's common equity, as of the last business day of the registrant's most
recent second fiscal quarter.

The number of shares of the issuer's  common stock issued and  outstanding as of
April 8, 2008 was 38,141,664 shares.

Documents Incorporated By Reference: None
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I
Item 1     Business                                                            3
Item 1A    Risk Factors                                                        5
Item 1B    Unresolved Staff Comments                                           7
Item 2     Properties                                                          7
Item 3     Legal Proceedings                                                   7
Item 4     Submission of Matters to a Vote of Security Holders                 7

PART II
Item 5     Market for Registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities                   8
Item 6     Selected Financial Data                                             9
Item 7     Management's Discussion and Analysis of Financial Condition
           and Results of Operation                                            9


Item 7A    Quantitative and Qualitative Disclosures About Market Risk         11
Item 8     Financial Statements and Supplementary Data                        12
Item 9     Changes in and Disagreements With Accountants on Accounting
           and Financial Disclosure                                           23
Item 9A(T) Controls and Procedures                                            23
Item 9B    Other Information                                                  23

PART III
Item 10    Directors, Executive Officers and Corporate Governance             24
Item 11    Executive Compensation                                             25
Item 12    Security Ownership of Certain Beneficial Owners and Management
           and Related Stockholder Matters                                    26
Item 13    Certain Relationships and Related Transactions, and Director
           Independence                                                       27
Item 14    Principal Accountant Fees and Services                             27

PART IV
Item 15    Exhibits, Financial Statement Schedules                            29

SIGNATURES                                                                    30

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

As used in this Annual  Report on Form 10-K (this  "Report"),  references to the
"Company,"  the  "Registrant,"  "we," "our" or "us" refer to  PowerRaise,  Inc.,
unless the context otherwise indicates.

FORWARD-LOOKING STATEMENTS

This  Report  contains  forward-looking   statements.   For  this  purpose,  any
statements  contained in this Report that are not statements of historical  fact
may be  deemed to be  forward-looking  statements.  Forward-looking  information
includes statements  relating to future actions,  prospective  products,  future
performance or results of current or anticipated  products,  sales and marketing
efforts, costs and expenses, interest rates, outcome of contingencies, financial
condition,  and results of  operations,  liquidity,  business  strategies,  cost
savings,   objectives  of  management,  and  other  matters.  You  can  identify
forward-looking   statements  by  those  that  are  not  historical  in  nature,
particularly  those  that  use  terminology  such as  "may,"  "will,"  "should,"
"expects,"  "anticipates,"  "contemplates,"  "estimates,"  "believes,"  "plans,"
"projected,"  "predicts,"  "potential,"  or  "continue" or the negative of these
similar terms. The Private  Securities  Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking  information to encourage companies to provide
prospective  information about themselves  without fear of litigation so long as
that  information  is  identified  as  forward-looking  and  is  accompanied  by
meaningful cautionary statements  identifying important factors that could cause
actual results to differ materially from those projected in the information.

These  forward-looking  statements are not guarantees of future  performance and
involve  risks,  uncertainties  and  assumptions  that  we  cannot  predict.  In
evaluating  these  forward-looking   statements,  you  should  consider  various
factors,  including the following:  (a) those risks and uncertainties related to
general  economic  conditions,  (b)  whether we are able to manage  our  planned
growth efficiently and operate profitable operations, (c) whether we are able to
generate  sufficient  revenues  or  obtain  financing  to  sustain  and grow our
operations,  (d)  whether  we are  able  to  successfully  fulfill  our  primary
requirements  for cash,  which are explained below under  "Liquidity and Capital
Resources". We assume no obligation to update forward-looking statements, except
as otherwise required under the applicable federal securities laws.

CORPORATE BACKGROUND

We were  incorporated  in the  State of  Nevada  on  March  11,  2005.  We are a
development  stage company that has not generated any revenues since  inception.
Our initial  focus was to become  involved in the  business  of  developing  and
marketing an internet  commerce platform which enables schools to raise funds by
collecting commissions from online shopping by parents and students.

On June 12, 2007, Ruth Navon and Shlomo  Friedman,  the officers,  directors and
majority  stockholders  of the Company  entered  into a Stock  Purchase and Sale
Agreement  which provided,  among other things,  for the sale of an aggregate of
20,000,000 shares of common stock of the Company (7,500,000 shares being sold by
Ruth Navon and  12,500,000  shares being sold by Shlomo  Friedman)  for $.02 per
share. An aggregate of 14,432,350  shares were purchased by Reuven  Gamliel,  an
unaffiliated  foreign  person,  and the  balance  of the  purchased  shares  was
purchased by twenty unaffiliated foreign persons.

In  addition,  and in  connection  with  the  transactions  contemplated  by the
agreement,  Ruth Navon and Shlomo  Friedman  returned an aggregate of 30,000,000
shares  of  common  stock  to  the  Company  for  cancellation.   Following  the
cancellation  of these  shares,  Ruth Navon and Shlomo  Friedman did not own any
shares of the Company.  As of June 22, 2007, and upon cancellation of the shares
returned to the Company,  the Company had  25,810,000  common  shares issued and
outstanding.  As a result of the split which was  effective  on August 20, 2007,
the Company had 25,810,000  shares and outstanding.  Accordingly,  the number of
shares acquired by Mr. Gamliel represented 56% of the Company's stock issued and
outstanding as of that date.

Effective  as of June 22,  2007,  Ruth  Navon  resigned  from her  positions  as
President, Chief Executive Officer,  Treasurer,  Secretary and a director of the
Company.  On the same date, the Board of Directors of the Company elected Shlomo
Friedman to serve as President, Chief Executive Officer, Treasurer and Secretary
of the Company.

                                       3
<PAGE>
On  August  20,  2007,  the  Company  effected  a 10 to 1  forward  split of its
2,581,000 issued and outstanding  common shares,  resulting in 25,810,000 common
shares  on a post  split  basis.  All  shares  and per share  amounts  have been
retroactively restated to reflect the 10 for 1 forward stock split.

On October  17,  2007,  the  Company  entered  into a Letter of  Agreement  with
Teleclick  Technologies Ltd., a limited liability company incorporated under the
laws of the State of Israel ("Teleclick").  Pursuant to the Letter of Agreement,
Teleclick  will  enable  the  Company  to  conduct  a due  diligence  review  of
Teleclick.  In consideration  thereof,  the Company paid $82,000 to Teleclick on
November 1, 2007.

In  addition,  the  Company  and  Teleclick  entered  in a  Secured  Convertible
Promissory Note dated December 3, 2007,  pursuant to which the Company agreed to
lend Teleclick an aggregate amount of $300,000.  By the end of January 2008, the
Company had loaned Teleclick the entire aggregate amount of $300,000.

The Note is secured by all the assets of Teleclick and  Teleclick  agreed not to
sell, lease or otherwise  dispose of any portion of such assets.  Teleclick also
agreed not to pay, declare or set apart for such payment,  any dividend or other
distribution  on its capital stock or make any other payments or distribution in
respect of its capital stock.

The Note  bears  interest  at the rate of 15% per annum,  payable  in cash.  All
accrued but unpaid interest on the Note and any other amounts due thereon is due
and payable on December 3, 2008, or earlier upon acceleration following an event
of default, as defined in the Note. At the option of the Company, at any time on
or before  December 3, 2008,  all principal and accrued  interest on the Note is
convertible  into  ordinary  shares of Teleclick up to an amount equal to 99% of
Teleclick's authorized share capital on a fully diluted basis.

OUR BUSINESS PLAN

Our  initial  intention  was to focus on becoming  involved  in the  business of
developing  and  marketing  an internet  commerce  platform  which would  enable
schools to raise funds by collecting commissions from online shopping by parents
and  students.  Since  our  incorporation,  we have  conducted  several  private
placements  of our  securities  in  order to raise  capital  needed  to fund our
business. The funds raised were primarily used by us to begin the development of
our  website.  It is through  this  website  and our  agreement  with  LinkShare
Corporation  that we intended to provide  schools with the  opportunity to offer
their  students and parents the ability to purchase  products  from a variety of
merchants.  Purchases  made would have  generated  commissions to the schools as
long as the students and parents used our website to make purchases.

During the fourth quarter of 2007, Cnaan Glishot, the web development company we
had been using to develop our website went out of business. We were left with an
unfinished and non-operational  website and the need for additional funds we did
not budget for. Accordingly, we decided to pursue other business opportunities.

On October 17, 2007, we entered into Letter Agreement with Teleclick,  a company
which  develops and provides a  "Click-For-Free-Calls"  application  designed to
initiate calls from a web page and send and receive emails and SMS text messages
from a web page. The "Click to Call" technology enables organizations to connect
directly  by phone with  potential  customers  browsing  their site who  require
speaking to a "real person".

Pursuant  to the  Letter of  Agreement,  Teleclick  will  enable  the  officers,
accountants,  counsel,  bankers  and other  representatives  of the  Company  to
conduct a due  diligence  review of  Teleclick,  for the  purposes  of  possibly
acquiring  that company.  If we  consummate  such  acquisition,  we will then be
involved in the business of Teleclick. If we do not consummate such acquisition,
we will have to continue our search for another acquisition candidate.

EMPLOYEES

Arie  Hertz our Chief  Executive  Officer  is our sole  full time  employee.  In
addition, we currently have one independent contractor. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to our proposed acquisition of Teleclick.

                                       4
<PAGE>
ITEM 1A. RISK FACTORS.

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the following  factors and other  information in this Report
before deciding to invest in our company. If any of the following risks actually
occur, our business,  financial  condition,  results of operations and prospects
for growth would likely suffer. As a result,  you could lose all or part of your
investment.

                      RISK FACTORS RELATING TO OUR COMPANY

1. WE  EXPECT  OUR  LOSSES  TO  CONTINUE  IN THE  FUTURE.  UNLESS WE ARE ABLE TO
GENERATE  REVENUE  AND MAKE A PROFIT,  OUR  STOCKHOLDERS  MAY LOSE THEIR  ENTIRE
INVESTMENT IN US.

As we have  never had any  revenue,  we are  expecting  losses  over the next 12
months.  We cannot  guarantee  that we will  ever be  successful  in  generating
revenues in the future. We recognize that if we are unable to generate revenues,
we will not be able to earn  profits or  operate a business  and as a result our
stockholders may lose their entire investment in us.

There is no history upon which to base any assumption as to the likelihood  that
we will prove successful, and we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable operations.

2. WE MAY  NOT BE  ABLE  TO  CONTINUE  OPERATIONS  AS A  GOING  CONCERN  AND OUR
STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US.

As discussed in the Notes to Financial  Statements  included in this Report,  at
December 31, 2007, we had a stockholder's equity of approximately  $226,319.  In
addition,  we had a net loss of approximately  $191,810 for the period March 11,
2005 (inception) to December 31, 2007.

Our  financial  condition  raises  substantial  doubt  that  we  will be able to
continue operations as a going concern, and our independent auditors included an
explanatory  paragraph  regarding  this  uncertainty  in  their  report  on  our
financial  statements for the period March 11, 2005  (inception) to December 31,
2007.  Our  ability  to  continue  as a going  concern  is  dependent  upon  our
generating  cash  flow  sufficient  to  fund  operations  and  reduce  operating
expenses.  Our business plans may not be successful in addressing  these issues.
If we cannot continue as a going concern, our stockholders may lose their entire
investment in us.

3. WE HAVE NOT GENERATED ANY REVENUE FROM OUR DISCONTINUED  BUSINESS AND WE WILL
NEED TO RAISE  FUNDS IN THE NEAR  FUTURE.  IF WE ARE NOT ABLE TO  OBTAIN  FUTURE
FINANCING WHEN REQUIRED, WE MIGHT BE FORCED TO DISCONTINUE OUR OPERATIONS.

Because we have not generated  any revenue from our  discontinued  business,  we
will need to raise additional funds for the development of our proposed business
plan and to respond to unanticipated  requirements or expenses. In addition, our
independent  auditors  included an explanatory  paragraph in their report on the
accompanying  financial  statements  regarding  concerns  about our  ability  to
continue as a going concern.

We may not be able to obtain additional  necessary  funding.  As of December 31,
2007 we had approximately $220 of working capital, we anticipate incurring costs
of  approximately  $1,800,000  within the next 12 months related to the proposed
acquisition  of  Teleclick.  While the Company is currently  attempting to raise
funds  through  the  sale  of our  securities,  in the  event  that  we are  not
successful in raising  additional funds or that we raise only nominal financing,
we  anticipate  that  we  will  not be able to  proceed  with  the  contemplated
acquisition  of Teleclick.  Furthermore,  there is no assurance that we will not
incur debt in the future, that we will have sufficient funds to repay our future
indebtedness or that we will not default on our future debts,  jeopardizing  our
business viability.  In the event the Company fails to raise adequate funds, our
Board  of  Directors  would  most  likely  dissolve  the  business,   unless  an
alternative  means of supporting our business plan emerges,  or another business
opportunity presented itself.

4. WE MAY NOT REACH A DEFINITIVE  AGREEMENT WITH  TELECLICK,  WHICH WOULD HAVE A
SUBSTANTIAL NEGATIVE IMPACT ON OUR COMPANY.

                                       5
<PAGE>
Although we have been  conducting  our due diligence on Teleclick  since October
17, 2007,  there can be no assurance  that we will be able to reach a definitive
agreement  with Teleclick or otherwise  consummate  the proposed  acquisition of
Teleclick.  If we do not acquire  Teleclick,  we will have to continue searching
for an alternate acquisition candidate.

5. IN THE EVENT TELECLICK FAILS TO REPAY ITS PROMISSORY NOTE TO THE COMPANY,  WE
WILL NOT HAVE SUFFICIENT CAPITAL TO EFFECT OUR BUSINESS PLAN, WHICH MAY FORCE US
TO DISCONTINUE OUR BUSINESS.

On December 3, 2007,  Teleclick issued a Secured Convertible  Promissory Note to
the Company  pursuant to which the Company agreed to lend Teleclick an aggregate
of $300,000.  By the end of January 2008,  the Company had loaned  Teleclick the
entire aggregate  amount of $300,000.  In the event Teleclick fails to repay the
Note,  we will not have  sufficient  funds  remaining  to conduct  our  proposed
business plans. Accordingly, we may have to discontinue our business which could
result in the loss of your investment in us.

                       RISKS RELATING TO OUR COMMON SHARES

6. WE MAY, IN THE FUTURE,  ISSUE  ADDITIONAL  COMMON SHARES,  WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE

Our  Articles  of   Incorporation,   as  amended,   authorize  the  issuance  of
1,000,000,000  shares of common stock.  As of April 8, 2008, we had  38,141,664
shares of common stock  issued and  outstanding.  The future  issuance of common
stock may result in  substantial  dilution in the percentage of our common stock
held by our then existing  shareholders  which may have an adverse effect on any
trading market for our common stock and the value of your investment.

7. OUR COMMON  SHARES ARE SUBJECT TO THE "PENNY  STOCK" RULES OF THE SEC AND THE
TRADING  MARKET IN OUR  SECURITIES IS LIMITED,  WHICH MAY BE  DETRIMENTAL TO OUR
INVESTORS AND THEREFORE YOU MAY FIND IT MORE DIFFICULT TO SELL YOUR SECURITY.

The Securities and Exchange  Commission has adopted Rule 15g-9 which establishes
the  definition  of a "penny  stock,"  for the  purposes  relevant to us, as any
equity  security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.  For
any transaction involving a penny stock, unless exempt, the rules require:

     *    that a broker or dealer approve a person's account for transactions in
          penny stocks; and
     *    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

     *    obtain financial  information and investment  experience objectives of
          the person; and
     *    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock, a disclosure  schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

     *    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and
     *    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

Disclosure  also has to be made about the risks of  investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative,  current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock  transactions.  Finally,  monthly  statements have to be

                                       6
<PAGE>
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

Our  investors  may have  remedies in cases where our  securities  are sold in a
fraudulent  manner.  Such remedies may include the right to require us to return
funds to our  investors.  Furthermore,  a fraud  may  subject  us to  additional
liabilities  under  federal and state  securities  laws for  noncompliance  with
disclosure  requirements.  Because of the rights and  remedies  available  to an
investor in such event, our business may be irreparably harmed and we may not be
able to continue operations.

8. THERE IS  CURRENTLY  NO ACTIVE  TRADING  MARKET FOR OUR  SECURITIES  AND IF A
TRADING MARKET DOES NOT DEVELOP,  HOLDERS OF OUR SECURITIES MAY HAVE  DIFFICULTY
SELLING THEIR SHARES.

Our common stock has been eligible to be traded on the Over-The-Counter Bulletin
Board since  February 23, 2007 under the ticker  symbol PORS.  There has been no
active  trading in the Company's  securities and an active trading market in our
securities  may not develop or, if developed,  may not be sustained.  If for any
reason our common stock is delisted from the Over the Counter Bulletin Board, or
an active public trading market does not otherwise develop, our shareholders may
have difficulty selling their common stock should they desire to do so.

9. BECAUSE WE DO NOT INTEND TO PAY ANY CASH  DIVIDENDS ON OUR COMMON STOCK,  OUR
STOCKHOLDERS  WILL NOT BE ABLE TO  RECEIVE A RETURN ON THEIR  SHARES  UNLESS THE
VALUE OF THE SHARES APPRECIATES AND THEY CAN SELL AT SUCH TIME.

We intend to retain any future earnings to finance the development and expansion
of our business.  We do not  anticipate  paying any cash dividends on our common
stock in the foreseeable future. Unless we pay dividends,  our stockholders will
not be able to receive a return on their  shares  unless the value of the shares
appreciates.  There is no assurance that value of the shares will appreciate and
a shareholder will be able to sell.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

We currently maintain our corporate offices c/o David Lubin & Associates,  PLLC,
26 East Hawthorne Avenue,  Valley Stream, New York 11580. There is no charge for
the use of these facilities.

ITEM 3. LEGAL PROCEEDINGS.

There are no pending  legal  proceedings  to which the  Company is a party or in
which any director,  officer or affiliate of the Company, any owner of record or
beneficially  of more than 5% of any class of voting  securities of the Company,
or security holder is a party adverse to the Company or has a material  interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.

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

During the period ending December 31, 2007,  there has not been any matter which
was submitted to a vote of the Company's  shareholders  through the solicitation
of proxies or otherwise.

                                       7
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY AND RELATED  STOCKHOLDER  MATTERS
        AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

Our common stock has been eligible to be traded on the Over-The-Counter Bulletin
Board since  February 23, 2007 under the ticker  symbol PORS.  There has been no
active  trading in the Company's  securities  and there have been no high or low
bid prices quoted.

HOLDERS

As of April 8, 2008, there were 38,141,664 common shares issued and outstanding,
which were held by 79stockholders of record.

DIVIDENDS

We have never  declared or paid any cash dividends on our common stock nor do we
anticipate  paying  any in the  foreseeable  future.  Furthermore,  we expect to
retain any future earnings to finance our operations and expansion.  The payment
of cash  dividends  in the  future  will be at the  discretion  of our  Board of
Directors and will depend upon our earnings levels,  capital  requirements,  any
restrictive loan covenants and other factors the Board considers relevant.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans.

RECENT  SALES  OF  UNREGISTERED  SECURITIES;  USE OF  PROCEEDS  FROM  REGISTERED
SECURITIES

On August 20, 2007,  the Company  effected a 10 to 1 forward split of its issued
and outstanding common shares. Accordingly, all share and per share amounts have
been retroactively restated to reflect the 10 for 1 forward stock split.

The  Company  accepted  subscriptions  from 41  investors  for an  aggregate  of
5,810,000 shares of common stock. The purchase price paid to the Company for the
shares was $0.025 per share for an  aggregate  of  $145,250.  Such  shares  were
offered and sold by us in private placement transactions made between April 2005
and May 2006 to selling stockholders,  who are non-U.S. persons, pursuant to the
exemption from the registration  under the Securities Act provided by Regulation
S of the  Securities  Act. In September  2006,  the Company filed a Registration
Statement  on Form SB-2 to  register  for resale the  shares  purchased  in this
offering.  The Registration  Statement was declared  effective by the Securities
and Exchange  Commission  on January 31,  2007.  The Company did not realize any
proceeds from the resale of the shares by the selling shareholders.

As previously  disclosed in the Company's Quarterly Report on Form 10-QSB, filed
with the Securities and Exchange Commission on November 13, 2007, on October 17,
2007, the Company commenced an offering of up to 15,000,000 shares of its common
stock to non-U.S. persons. The Company sold an aggregate of 11,500,000 shares to
8  investors.  The  purchase  price paid to the Company for the purchase of such
shares  was $0.01 per  share,  resulting  in gross  proceeds  to the  Company of
$115,000.  The offering was closed on November 12, 2007.  This  transaction  was
conducted in reliance upon an exemption from registration pursuant to Regulation
S promulgated under the Securities Act of 1933, as amended.  The Company did not
make any offers in the United  States,  each of the  purchasers  was outside the
United States, and there were no selling efforts in the United States.

On November 20, 2007, we issued  100,000 shares of common stock to the Company's
legal  counsel  pursuant to the terms of the  Engagement  Agreement  between the
Company and the law firm. In addition,  on December 7, 2007,  the Company issued
100,000 shares of common stock to Shlomo Friedman in consideration  for services
rendered to the Company.

                                       8
<PAGE>
On December  4, 2007,  the Company  commenced  a private  placement  offering of
8,333,333 Units for aggregate  gross proceeds of $2,500,000,  or $0.30 per Unit.
Each Unit consisted of (i) one share of common stock,  (ii) one Class A Warrant,
and (iii) one Class B Warrant.  Each Class A Warrant entitles the holder thereof
to purchase one share of common  stock at an exercise  price of $0.45 per share,
expiring on year from the date of  purchase.  Each Class B Warrant  entitles the
holder  thereof to purchase  one share of common  stock at an exercise  price of
$0.75 per share,  expiring  three  years from the date of  purchase of the Unit.
This offering was made to non-U.S.  persons in offshore transactions pursuant to
the exemption from registration  provided by Regulation S of the Securities Act.
As of April 8, 2008 the Company  accepted  subscriptions  from 8 investors for a
total of 631,664 Units, raising an aggregate of $189,500.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We have not  repurchased  any shares of our common  stock during the fiscal year
ended December 31, 2007.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

Certain statements contained in this Report,  including statements regarding the
anticipated  development  and expansion of our business,  our intent,  belief or
current expectations, primarily with respect to the future operating performance
of  PowerRaise,  Inc. And the  services we expect to offer and other  statements
contained  herein  regarding   matters  that  are  not  historical   facts,  are
"forward-looking"  statements.  Future  filings with the Securities and Exchange
Commission,  future press releases and future oral or written statements made by
us or with our  approval,  which are not  statements  of  historical  fact,  may
contain  forward-looking  statements,  because such statements include risks and
uncertainties,  actual  results may differ  materially  from those  expressed or
implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made.
We undertake no  obligation  to update such  statements  to reflect  events that
occur or circumstances that exist after the date on which they are made.

PLAN OF OPERATION

Since our  incorporation  on March 11, 2005, we have been a startup company that
has not generated any revenue and has no customers.  Over the next twelve months
our  primary   business   objective  will  be  to  complete  our  due  diligence
investigation of Teleclick,  and if the results of our  investigation are to our
satisfaction,  we intend to complete the acquisition of Teleclick. If we are not
successful,  we will then have to seek,  investigate and, if such  investigation
warrants,  engage in a business  combination  with another entity whose business
presents an opportunity for our shareholders.

During the next twelve  months,  we  anticipate  incurring  costs related to the
proposed acquisition of Teleclick and the filing of reports required to be filed
by us under the Securities Exchange Act of 1934. We estimated that such expenses
over the next twelve months will be approximately $1,800,000

RESULTS OF OPERATIONS

During the twelve month period ended December 31, 2007, the Company  remained in
the  development  stage and has generated no revenue.  We incurred net losses of
$64,007 and $47,662 for the twelve month  periods  ending  December 31, 2007 and
December  31,  2006,  respectively.  General and  administrative  expenses  were
$11,423 for the year ended  December  31, 2007  compared to $11,264 for the same
period ended 2006.

                                       9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Although we currently have approximately  $30,000 in working capital,  we expect
that in we will require  approximately  $1,800,000  in the event we complete the
acquisition  of  Teleclick.   Of  these  funds,  we  expect  that  approximately
$1,100,000  will be  utilized  for  investing  in  Teleclick  as a research  and
development subsidiary to further develop the product as needed by customers and
$700,000 for the development of a marketing plan and staff necessary to generate
sales for the product and general operating expenses.

We do not have  sufficient  resources  to  effectuate  our  business.  While the
Company  is  currently  attempting  to  raise  funds  through  the  sale  of our
securities,  in the event that we are not successful in raising additional funds
or that we raise only nominal financing,  we anticipate that we will not be able
to proceed with our business  plan and our business will likely fail. In such an
event, our Board of Directors would most likely dissolve the business, unless an
alternative  means of supporting our business plan emerges,  or another business
opportunity presented itself.

TELECLICK NOTE RECEIVABLE

The Company and Teleclick entered in a Secured Convertible Promissory Note dated
December  3, 2007,  pursuant to which the Company  agreed to lend  Teleclick  an
aggregate  of  $300,000.  The Note bears  interest at the rate of 15% per annum,
payable  in cash.  All  accrued  but unpaid  interest  on the Note and any other
amounts due thereon is due and  payable on  December  3, 2008,  or earlier  upon
acceleration  following  an event of  default,  as defined  in the Note.  At the
option of the Company,  at any time on or before December 3, 2008, all principal
and  accrued  interest  on the  Note is  convertible  into  ordinary  shares  of
Teleclick up to an amount equal to 99% of Teleclick's  authorized  share capital
on a fully diluted basis. As of April 8, 2008, the Company had loaned  Teleclick
and aggregate of $300,000.

GOING CONCERN CONSIDERATION

The Company is a  development  stage  company and has not generated any revenues
since our  inception  on March 11,  2005.  The  Company  incurred  a net loss of
$191,810  during the period from  inception to December 31, 2007.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.

The financial  statements  contained  herein for the period ending  December 31,
2007,  have been prepared on a "going  concern" basis,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of  business.  For the  reasons  discussed  herein and in the  footnotes  to our
financial  statements included herein,  there is a significant risk that we will
be unable to  continue as a going  concern.  Our  audited  financial  statements
included in this Annual Report for the period ending December 31, 2007,  contain
additional  note  disclosures  describing  the  circumstances  that lead to this
disclosure by our independent auditors.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

RECENT ACCOUNTING PRONOUNCEMENTS

In preparing  financial  statements  for the year ended  December 31, 2007,  the
Company adopted the following accounting pronouncements:

SFAS No. 123(R) -- In December 2004, the FASB issued SFAS No. 123 (Revised 2004)
(SFAS 123 (R))  "Share-based  payment"  SFAS 123 (R) will  require  compensation
costs  related to  share-based  payment  transactions  to be  recognized  in the
financial statements.  With limited exceptions,  the amount of compensation cost
will be measured based on the  grant-date  fair value of the equity or liability
instruments  issued.  In addition,  liability  awards will be  re-measured  each
reporting  period.  Compensation cost will be recognized over the period that an
employee  provides service in exchange for the award. FASB 123 (R) replaces FASB
123,  Accounting for Stock-Based  Compensation and supersedes APB option No. 25,
Accounting  for Stock Issued to Employees.  This guidance is effective as of the
first  interim or annual  reporting  period  after  December  15, 2005 for Small
Business filers.

                                       10
<PAGE>
SFAS No. 150 -- In May 2003,  the FASB  issued  SFAS No.  150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity" which is effective for  financial  instruments  entered into or modified
after May 31,  2003,  and is otherwise  effective at the  beginning of the first
interim  period  beginning  after  June 15,  2003.  This  Statement  establishes
standards  for  how an  issuer  classifies  and  measures  in its  statement  of
financial  position certain financial  instruments with  characteristics of both
liabilities  and  equity.  It  requires  that an  issuer  classify  a  financial
instrument  that is  within  its  scope  as a  liability  (or an  asset  in some
circumstances)  because that financial  instrument embodies an obligation of the
issuer.  The  adoption  of SFAS No.  150 did not have a  material  effect on the
financial statements of the Company.

SFAS No. 151 -- In  November  2004,  the FASB  issued  SFAS No. 151 (SFAS  151),
"Inventory  Costs"  SFAS 151  amends  ARB No.  43,  Chapter  4.  This  statement
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling  costs,  and wasted  material  (spoilage).  SFAS 151 is the result of a
broader  effort  by the FASB  and the IASB to  improve  financial  reporting  by
eliminating   certain  narrow  differences  between  their  existing  accounting
standards.  This  statement is effective for  inventory  costs  incurred  during
fiscal years  beginning  after June 15, 2005.  The adoption of SFAS 151 will not
have a material impact on the results of operations or financial position of the
Company as it does not have inventory.

SFAS No.  153 -- In  December  2004,  the FASB  issued  SFAS No.  153 (SFAS 153)
"Exchange of Non-monetary  assets" This statement was a result of a joint effort
by the FASB and the IASB to improve financial  reporting by eliminating  certain
narrow  differences  between  their  existing  accounting  standards.  One  such
difference was the exception from fair value  measurement in APB Opinion No. 29,
Accounting for Non-Monetary Transactions,  for non-monetary exchanges of similar
productive  assets.  SFAS 153 replaces this exception  with a general  exception
from fair value  measurement  for exchanges of  non-monetary  assets that do not
have commercial  substance.  A non-monetary exchange has commercial substance if
the future cash flows of the entity are  expected to change  significantly  as a
result of the  exchange.  This  statement is effective for  non-monetary  assets
exchanges  occurring  in fiscal  periods  beginning  after  June 15,  2005.  The
adoption of SFAS 153 will not have a material effect on the Company's  financial
position or results of operations.

FASB  Interpretation  No.  46(R)  -- In  January  2003,  the  FASB  issued  FASB
Interpretation  No. 46  "Consolidation  of Variable  Interest  Entities." FIN 46
provides  guidance  on the  identification  of  entities  for which  control  is
achieved  through  means other than through  voting  rights,  variable  interest
entities,  and how to  determine  when and  which  business  enterprises  should
consolidate variable interest entities.  This interpretation applies immediately
to variable  interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period  beginning  after June 15, 2003, to variable
interest  entities  in which an  enterprise  holds a variable  interest  that it
acquired before February 1, 2003. The adoption of FIN 46 did not have a material
impact on the Company's financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

                                       11
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
      PCAOB REGISTERED

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
PowerRaise Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of PowerRaise Inc (A Development
Stage Company) as of December 31, 2007 and 2006,  and the related  statements of
operations, stockholders' equity and cash flows for the years ended December 31,
2007,  2006 and from inception March 11, 2005 through  December 31, 2007.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of PowerRaise Inc (A Development
Stage Company) as of December 31, 2007 and 2006,  and the related  statements of
operations, stockholders' equity and cash flows for the years ended December 31,
2007,  2006 and from  inception  March 11, 2005 through  December  31, 2007,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  has  incurred a net loss of  191,810  from
inception on March 11, 2005 to December 31, 2007, which raises substantial doubt
about its ability to continue as a going concern.  Management's plans concerning
these  matters are also  described in Note 4. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Moore & Associates Chartered
----------------------------------------

Moore & Associates Chartered
Las Vegas, Nevada
March 31, 2008


               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                       (702) 253-7499 Fax (702) 253-7501

                                       12
<PAGE>
                                POWERRAISE, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                                  December 31,      December 31,
                                                     2007              2006
                                                   ---------         ---------
ASSETS

Current Assets
  Cash                                             $     219         $  44,517
  Loan Receivable from Teleclick                     213,000                --
  Accounts Receivable                                  3,126                --
                                                   ---------         ---------

      Total Current Assets                           216,871            45,043

Equipment, net (Note 6)                               11,079            20,035
                                                   ---------         ---------
Deposits                                                 526               526
                                                   ---------         ---------
Total Assets                                       $ 227,950         $  65,078
                                                   =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts Payable                                 $     131         $     131
                                                   ---------         ---------
      Total current liabilities                          131               131
                                                   ---------         ---------

Loan from Shareholders (Note 10)                       1,500            42,500
                                                   ---------         ---------
      Total liabilities                                1,631            42,631
                                                   ---------         ---------
Stockholders' Equity (note 4)
  Common Stock, authorized
   1,000,000,000 shares, par value $0.0001
  Issued and outstanding on
   December 31, 2007 is 37,960,000                     3,796             5,581
  Series A Warrants                                    4,500                --
  Series B Warrants                                    4,500                --
  Paid in Capital                                    405,333           144,669
  Deficit Accumulated During the
  Development Stage                                 (191,810)         (127,803)
                                                   ---------         ---------

      Total Stockholders' Equity                     226,319            22,447
                                                   ---------         ---------

Total Liabilities and Stockholders' Equity         $ 227,950         $  65,078
                                                   =========         =========


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

                                       13
<PAGE>
                                POWERRAISE, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                        Cumulative Amounts
                                                                                          From the Period
                                                                                          March 11, 2005
                                               Year Ended            Year Ended           (Inception) To
                                               December 31,          December 31,          December 31,
                                                   2007                  2006                  2007
                                               -----------           -----------           -----------
<S>                                            <C>                   <C>                   <C>
Revenue                                        $        --           $        --           $        --

Expenses
  Depreciation and amortization                     10,425                10,652                25,140
  Consulting                                            --                 7,500                52,574
  General and Administrative (Note 5)               11,423                11,264                30,573
  Professional Fees                                 47,431                16,390                66,350
  Marketing                                             --                    --                 2,189
  Website                                               --                 2,000                20,400
                                               -----------           -----------           -----------
Loss before other income/(expense)
 and income taxes                                   69,279                47,806               197,227
                                               -----------           -----------           -----------

Interest Income                                         59                   144                   203
Other Income                                         5,213                    --                 5,213
                                               -----------           -----------           -----------
Net (Loss)                                     $   (64,007)          $   (47,662)          $  (191,810)
                                               ===========           ===========           ===========
Basic and Diluted
  (Loss) per Share                                       a                     a                     a
                                               -----------           -----------           -----------
  Weighted Average Number of Shares             48,628,923            53,861,801            48,628,923
                                               -----------           -----------           -----------
</TABLE>

----------
a = Less than ($0.01) per share


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

                                       14
<PAGE>
                                POWERRAISE, INC.
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                Common Stock
                                           --------------------      Paid in                  Accumulated       Total
                                           Shares        Amount      Capital     Warrants       Deficit        Equity
                                           ------        ------      -------     --------       -------        ------
<S>                                       <C>          <C>          <C>          <C>            <C>          <C>
INCEPTION MARCH 11, 2005                         --    $     --     $      --    $     --     $       --     $      --

Common stock issued for
Services March 30, 2005                  50,000,000       5,000            --          --                        5,000

Sale of common stock under private        5,258,000         526       130,924          --                      131,450
placement @ $0.25 per share
Net (Loss)                                                                                       (80,141)      (80,141)
                                        -----------    --------     ---------    --------     ----------     ---------
BALANCE, DECEMBER 31, 2005               55,258,000       5,526       130,924          --        (80,141)       56,309

Sale of common stock under private
placement @ $0.025 per share                552,000          55        13,745                                   13,800

Net (Loss)                                                                                       (47,662)      (47,662)
                                        -----------    --------     ---------    --------     ----------     ---------
BALANCE, DECEMBER 31, 2006               55,810,000       5,581       144,669          --       (127,803)       22,447

Cancellation of shares                  (30,000,000)     (3,000)        3,000          --

Sale of common stock under private       11,500,000       1,150       111,830          --                      112,980
placement @ $0.01

Sale of common stock under private          450,000          45       125,854       9,000                      134,899
placement @ $0.30

Common stock issued for                     200,000          20        19,980          --                       20,000
Services December 7, 2007
Net (Loss)                                                                                       (64,007)      (64,007)
                                        -----------    --------     ---------    --------     ----------     ---------
BALANCE, DECEMBER 31, 2007               37,960,000    $  3,796     $ 405,333    $  9,000     $ (191,810)    $ 226,319
                                        ===========    ========     =========    ========     ==========     =========
</TABLE>

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

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

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                             Cumulative Amounts
                                                                                               For the Period
                                                                                               March 11, 2005
                                                         Year Ended          Year Ended        (Inception) To
                                                         December 31,        December 31,        December 31,
                                                            2007                2006                2007
                                                         ---------           ---------           ---------
<S>                                                      <C>                 <C>                 <C>
Operating Activities
  Net (Loss)                                             $ (64,007)          $ (47,662)          $(191,810)
  Adjustments To Reconcile Net Loss To
   Net Cash Used By Operating Activities
     Depreciation and amortization expense                  10,425              10,652              25,140
     Increase in prepaid rental deposit                         --                 (60)               (527)
     Increase (decrease) in accounts payable                    --              (2,369)                131
     Increase (decrease) in accounts receivable             (3,126)                 --              (3,126)
     Increase (decrease) in loan receivable               (213,000)                 --            (213,000)
                                                         ---------           ---------           ---------
Net Cash (Used) by Operating Activities                   (269,708)            (39,438)           (383,191)
                                                         ---------           ---------           ---------
FINANCING ACTIVITIES
  Loan from Shareholders (Note 4,5)                        (41,000)             35,000               1,500
  Proceeds from issuance of common stock                   247,879              13,800             398,129
                                                         ---------           ---------           ---------
Cash Provided by Financing Activities                      206,879              48,800             399,629
                                                         ---------           ---------           ---------
INVESTING ACTIVITIES
  Web site Construction                                         --              (7,600)            (28,988)
  Purchase of property and equipment                        (1,469)                 --              (7,231)
                                                         ---------           ---------           ---------
Net cash used by investing activities                       (1,469)             (7,600)            (36,219)
                                                         ---------           ---------           ---------

Net Increase in Cash                                       (64,298)              1,762             (19,781)

Cash, Beginning of Period                                   44,517              42,755                  --
                                                         ---------           ---------           ---------

Cash, End of Period                                      $ (19,781)          $  44,517           $ (19,781)
                                                         =========           =========           =========


Supplemental Information:
  Interest Paid                                          $      --           $      --           $      --
  Income Taxes Paid                                      $      --           $      --           $      --
</TABLE>


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

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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2007

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated  under the laws of the state of Nevada on March 11,
2005.  The Company has limited  operations  and in  accordance  with SFAS #7, is
considered  a  development  stage  company and has not yet realized any revenues
from its planned operations.

As a development stage enterprise, the Company discloses the deficit accumulated
during the  development  stage and the  cumulative  statements of operations and
cash flows from inception to the current balance sheet date.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a December 31 fiscal year end.

EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective March 11, 2005 (inception).

Basic  earnings  (loss) per share amount are computed by dividing the net income
(loss) by the weighted  average  number of common  shares  outstanding.  Diluted
earnings (loss) per share are the same as basic earnings (loss) per share due to
the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  value  of the  Company's  financial  instruments,  consisting  of
accounts payable and accrued liabilities approximate their fair value due to the
short-term  maturity  of  such  instruments.   Unless  otherwise  noted,  it  is
management's  opinion that the Company is not exposed to  significant  interest,
currency or credit risks arising from these financial statements.

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax

                                       17
<PAGE>
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

SOFTWARE DEVELOPMENT COSTS

Software   development   costs   representing   capitalized   costs  of  design,
configuration,  coding,  installation and testing of the Company's website up to
its initial implementation.  Upon implementation, the asset will be amortized to
expense over its  estimated  useful life of three years using the  straight-line
method.  Ongoing  website  post-implementation  costs  of  operation,  including
training and  application  maintenance,  will be charged to expense as incurred.
See Note 6.

NOTE 3. WARRANTS AND OPTIONS

As of December 31, 2007, there were 449,998 Class A warrants and 449,998 Class B
warrants. See "Note 9".

NOTE 4. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company has net losses for the
period from  inception  (March 11, 2005) to December 31, 2007 of $191,810.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern. The Company's continuation as a going concern is dependent on its
ability  to meet its  obligations,  to  obtain  additional  financing  as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

On  September  1,  2006,  we  entered  into  loan  arrangements  with two of our
shareholders,.  They loaned us an  aggregate  amount of $35,000.  and $5,000 and
$30,000  respectively  from  each  of two  shareholders.  The  loans  are due on
September 1, 2008 and accrue  interest at the rate of 24% per annum. We have the
option to repay the loan at any time after December 31, 2006.

On March 22, 2007 we repaid the $5,000 loan in full with interest of $667.39 for
a total of $5,667.39.

On November 1, 2007,  we entered  into loan  arrangement  with our  director and
officer. He loaned us an aggregate amount of $1,500. The loan is due on November
1, 2009 and bears no interest.

On December  14, 2007 we repaid  $27,912 of the $30,000  loan and  invoiced  the
lender  $2,088 for services  rendered by the company.  Interest on this loan was
forgiven.

                                       18
<PAGE>
As of  December  31,  2007 there is one loan  outstanding  to our  director  and
officer, in the amount of $1,500.

Management  is  planning  to  raise  additional  funds  through  debt or  equity
offerings.  There is no guarantee  that the Company will be  successful in these
efforts.

NOTE 5. RELATED PARTY TRANSACTIONS

 Our  director,  loaned the Company  $7,500.  The loan bears no interest  and is
payable on demand,  not earlier than 36 months as  witnessed  by the  promissory
note dated March 14, 2005.

On March 22, 2007 the company repaid the loan to its director and officer in the
amount of $7,500.

On November 1, 2007,  we entered  into loan  arrangement  with our  director and
officer. He loaned us an aggregate amount of $1,500. The loan is due on November
1, 2009 and bears no interest.

The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons  may face a conflict  in  selecting  between the Company and their other
business  interests.  The Company has not formulated a policy for the resolution
of such conflicts.

NOTE 6. EQUIPMENT

                                                   December 31,     December 31,
                                                       2007             2006
                                                     -------          -------
Cost:
  Office and computer equipment                      $ 7,231          $ 5,762
  Software development costs - website                28,988           28,988
                                                     -------          -------
                                                      36,219           34,750
  Less: Accumulated depreciation and amortization     25,140           14,715
                                                     -------          -------
  Equipment, net                                     $11,079          $20,035
                                                     =======          =======

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

NOTE 7. INCOME TAXES

The  Company  uses  the  liability  method  ,  where  deferred  tax  assets  and
liabilities  are determined  based on the expected  future tax  consequences  of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax  reporting  purposes.  During fiscal 2007,  the Company
incurred net losses and, therefore,  has no tax liability.  The net deferred tax
asset  generated  by  the  loss  carry-forward  has  been  fully  reserved.  The
cumulative  net operating loss  carry-forward  is $171,810 at December 31, 2007,
and will expire in the year 2027.

                                       19
<PAGE>
As at December 31, 2007, deferred tax assets consisted of the following:

Net operating losses               $ 25,762
Less: valuation allowance           (25,762)
                                   --------

Net deferred tax asset             $     --
                                   ========

NOTE 8. NET OPERATING LOSSES

As of December 31, 2007, the Company has a net operating loss  carry-forward  of
approximately  $191,810,  which will  expire 20 years from the date the loss was
incurred.

NOTE 9. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is  authorized  to issue  1,000,000,000  shares of $0.0001 par value
common  stock.   All  common  stock  shares  have  equal  voting   rights,   are
non-assessable  and have one vote per share.  Voting  rights are not  cumulative
and, therefore,  the holders of more than 50% of the common stock could, if they
choose to do so, elect all of the directors of the Company.

On August 6, 2007 the company's board of directors,  approved an increase in the
authorized   common  shares  from   100,000,000  to   1,000,000,000  by  consent
resolution.  The  company's  articles  were  amended with the State of Nevada on
August 22, 2007.

ISSUED AND OUTSTANDING

For transactions with other than employee's  stock,  issuances are in accordance
with  paragraph 8 of SFAS 123, where  issuances  shall be accounted for based on
the fair value of the consideration received. Transactions with employee's stock
issuance are in accordance with paragraphs  (16-44) of SFAS 123, where issuances
shall be accounted for based on the fair value of the consideration  received or
the fair value of the equity instruments issued,  whichever is the more reliable
measure.

On March 30, 2005, the Company issued  25,000,000 common shares (an aggregate of
50,000,000 shares) to each of its Directors for services  rendered,  valued at $
0.0001 per share or $5,000.

During the year ended December 31, 2005, the Company accepted  subscriptions for
5,258,000 common shares from 17 investors under a private placement scheduled to
close on June 30,  2006.  The private  placement  was not subject to any minimum
investment  and was  priced  at $0.025  per  share.  The  Company  accepted  the
subscriptions on various dates throughout the year.

During  the six  months  ended  June  30,  2006  the  Company  accepted  further
subscriptions  on various dates  throughout the period for 552,000 common shares
from 24 investors under the private  placement.  The private placement closed on
June 30, 2006.

On June 12, 2007,  the  officers,  directors  and majority  stockholders  of the
Company  returned  an  aggregate  of  30,000,000  shares of common  stock to the
Company for cancellation.

On June 12, 2007,  the  officers,  directors  and majority  stockholders  of the
Company,  entered into a Stock  Purchase and Sale  Agreement  (the  "Agreement")
which provided,  among other things,  for the sale of an aggregate of 20,000,000
shares of common stock of the Company  (7,500,000  shares and 12,500,000  shares

                                       20
<PAGE>
being sold  respectively  by our  director  for $.02 per share  (the  "Purchased
Shares") to the buyers listed in such  Agreement.  The majority of the Purchased
Shares (an aggregate of  14,432,350  shares) were  purchased by an  unaffiliated
foreign person, and the balance of the Purchased Shares were purchased by twenty
unaffiliated  foreign  persons.  The  source of the cash  consideration  for the
Purchased Shares was the buyers' respective personal funds.

On August 6, 2007, the company effected a 10 to 1 forward split of its 2,581,000
issued and outstanding common shares, resulting in 25,810,000 common shares on a
post  split  basis.  All shares and per share  amounts  have been  retroactively
restated to reflect the 10 for 1 forward stock split.

On  November  1, 2007 we raised  $100,000  and issued  10,000,000  shares of our
common stock,  purchase price $0.01 per share,  to 7 investors.  We received net
proceeds of $98,000. On November 1, 2007

On November 12, 2007 we raised $15,000 and issued 1,500,000 shares of our common
stock,  purchase price $0.01 per share, to 1 investor.  We received net proceeds
of $14,980. On November 12, 2007

On November 20, 2007, we issued  100,000 shares of common stock to the Company's
legal  counsel  pursuant to the terms of the  Engagement  Agreement  between the
Company and the law firm.

During the month of  December,  2007,  the Company  accepted  subscriptions  for
450,000 common shares from 5 investors  under a private  placement.  We received
net  proceeds  of $134,899  and issued  450,000  units of our common  stock at a
purchase  price $0.30 per unit.  Each Unit  consisted of (i) one share of common
stock,  (ii) one Class A Warrant,  and (iii) one Class B  Warrant.  Each Class A
Warrant  entitles the holder thereof to purchase one share of common stock at an
exercise  price of $0.45 per share,  expiring on year from the date of purchase.
Each Class B Warrant entitles the holder thereof to purchase one share of common
stock at an  exercise  price of $0.75 per share,  expiring  three years from the
date of purchase of the Unit.

On December 7, 2007,  the  Company  issued  Shlomo  Friedman  100,000  shares in
consideration  for  services  previously  provided.  As of December 31, 2007 the
Company had 37,960,000 shares of common stock issued and outstanding.

STOCK PURCHASE WARRANTS

During the year,  the  Company  closed a private  placement  whereby the Company
issued  450,000  units for a total of $134,899.  Each Unit  consisted of (i) one
share of common stock, (ii) one Class A Warrant,  and (iii) one Class B Warrant.
Each Class A Warrant entitles the holder thereof to purchase one share of common
stock at an exercise  price of $0.45 per share,  expiring one year from the date
of purchase.  Each Class B Warrant  entitles the holder  thereof to purchase one
share of common stock at an exercise  price of $0.75 per share,  expiring  three
years from the date of purchase of the Unit. The  consideration was allocated to
the shares and warrants issued based upon the relative fair value.

                                   Shares and          Allocated
                                    Warrants             Value
                                    --------             -----

Common stock issued                  450,000          $  125,899
Series A Warrants issued             450,000               4,500
Series B Warrants issued             450,000               4,500
                                  ----------          ----------

                                   1,350,000          $  134,899
                                  ==========          ==========

                                       21
<PAGE>
The value allocated to the warrants was estimated using the Black-Scholes option
pricing model with the following  assumptions:  dividend  yield of 0%,  expected
volatility of 916%,  risk-free  interest  rate of 3.94% and expected  lives of 1
year (Series A Warrants) and 3 years (Series B Warrants).

NOTE 10. LONG-TERM DEBT

Note payable to Mr. Shlomo Friedman an officer and director,
bearing no interest and payable November 1, 2009
The company can repay any time                                        $1,500
                                                                      ------
                                                                      $1,500
                                                                      ======

NOTE 11. LOAN RECEIVABLE

We  entered  into a  Secured  Convertible  Promissory  Note (the  "Note")  dated
December 3, 2007, with Teleclick  Technologies Ltd., a limited company organized
in the State of Israel ("Teleclick"), pursuant to which the Registrant will lend
Teleclick an aggregate of $300,000.

The Note  bears  interest  at the rate of 15% per annum,  payable  in cash.  All
accrued but unpaid interest on the Note and any other amounts due thereon is due
and payable on December 3, 2008, or earlier upon acceleration following an event
of default,  as defined in the Note.  All principal and accrued  interest on the
Note is convertible  into ordinary  shares of Teleclick up to an amount equal to
99% of Teleclick's authorized share capital on a fully diluted basis.

On November 2, 2007 we paid  Teleclick the sum of $82,000 in  consideration  for
entering into the letter of intent, dated October 17, 2007.

On December 5, 2007 we loaned Teleclick the sum of $90,000.

On December 12, 2007we loaned Teleclick the sum of $25,000.

On December 27, 2007 we loaned Teleclick the sum of $16,000.

As of December 31, 2007 we loaned Teleclick a total amount of $213,000.

NOTE 12. SUBSEQUENT EVENTS

As of January 9, 2008 we raised  $80,000 and issued 115,000 shares of our common
stock, purchase price $0.30 per share, to 2 investors.

During January, 2007 we paid Teleclick the sum of $87,000.

On December  4, 2007,  the Company  commenced  a private  placement  offering of
8,333,333 Units for aggregate  gross proceeds of $2,500,000,  or $0.30 per Unit.
Each Unit consisted of (i) one share of common stock,  (ii) one Class A Warrant,
and (iii) one Class B Warrant.  Each Class A Warrant entitles the holder thereof
to purchase one share of common  stock at an exercise  price of $0.45 per share,
expiring on year from the date of  purchase.  Each Class B Warrant  entitles the
holder  thereof to purchase  one share of common  stock at an exercise  price of
$0.75 per share,  expiring  three  years from the date of  purchase of the Unit.
This offering was made to non-U.S.  persons in offshore transactions pursuant to
the exemption from registration  provided by Regulation S of the Securities Act.
As of April 8, 2008 the Company  accepted  subscriptions  from 8 investors for a
total of 631,664 Units, raising an aggregate of $189,500.

                                       22
<PAGE>
ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

Moore & Associates,  Chartered are our principal independent accountants.  There
have not been any changes in or disagreements with accountants on accounting and
financial disclosure or any other matter.

ITEM 9A(T). CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing ad maintaining  adequate internal
control  over  financial  reporting  for  the  Company.  Internal  control  over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f)  promulgated under
the  Securities  Exchange  Act of 1934 as a  process  designed  by or under  the
supervision  of, our principal  executive and principal  financial  officers and
effected by our Board of Directors,  management and other personnel,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles  and  includes  those  policies  and
procedures that:

     Pertain  to  the  maintenance  of  records  that  is in  reasonable  detail
     accurately  and fairly reflect the  transactions  and  dispositions  of our
     assets

     Provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting  principles,  and that receipts and expenditures of the
     Company  are  being  made only in  accordance  with  authorizations  of our
     management and directors: and

     Provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized  acquisition,  use or disposition of the Company's assets that
     could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management  assessed the  effectiveness  of the Company's  Internal Control over
financial  reporting  as of  December  31,  2007.  In  making  this  assessment,
management   used  the  criteria  set  forth  by  the  Committee  of  Sponsoring
Organizations   of   the   Treadway   Commission   (COSO)   in   this   Internal
Control-Integrated Framework.

Base on our  assessment,  we believe that, as of December 31, 2007, our internal
control over financial  reporting was EFFECTIVE at a reasonable  assurance lever
based on these criteria.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There  have  not  been any  changes  in our  internal  controls  over  financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange Act) during our most recent fiscal year that have materially  affected,
or are  reasonably  likely to  materially  affect,  our internal  controls  over
financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

                                       23
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is the name, age and present principal occupation or employment,
and material  occupations,  positions,  offices or employments for the past five
years of our current director and executive officer:

Name                    Age                  Positions and Offices Held
----                    ---                  --------------------------
Arik Hertz              52          Chief Executive Officer
Shlomo Friedman         59          President, Treasurer, Secretary and Director

The  business  address  of our  officer  and  director  is  c/o  David  Lubin  &
Associates, PLLC, 26 East Hawthorne Avenue, Valley Stream, New York 11580.

Mr.  Arik  Hertz was the Chief  Sales and  Marketing  officer  of RED-C  Optical
Networking,  Inc. from December 2003 through February 2008. Mr. Hertz was a Vice
President,  Strategic  Business  Unit  Manager,  Embedded  products,  of  Saifun
Semiconductors,  Inc.  from August 2002  through June 2003.  Mr. Hertz  received
MScEE degree from the Technion, Israel Institution of Technology, in 1985.

Mr. Shlomo Friedman has been a Director since we were  incorporated on March 11,
2005. On June 22, 2007,  Mr.  Friedman was elected  President,  Chief  Executive
Officer,  Treasurer and Secretary of the Company.  Since 1995, Mr.  Friedman has
been the Chief  Executive  Officer of Lugano  Capital,  a company engaged in the
business of mergers and acquisitions and financing of young companies.

Our  officers  and  sole  director  are not  directors  in any  other  reporting
companies.  Our officers and our sole director has not been  affiliated with any
company  that has filed for  bankruptcy  within the last five years.  We are not
aware of any proceedings to which our director and officers, or any associate of
any such director or officers, is a party adverse to us.

The Company's  directors serve for a term of one year or until their  respective
successors  are elected at our annual  shareholders'  meeting and is  qualified,
subject to removal by our  shareholders.  The Company's  officers  serve, at the
pleasure  of the  Board  of  Directors,  for a term  of one  year or  until  the
successor  is  elected at the annual  meeting of the Board of  Directors  and is
qualified.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934  requires  officers and
directors  of the  Company  and  persons  who own  more  than ten  percent  of a
registered class of the Company's equity securities to file reports of ownership
and changes in their ownership with the Securities and Exchange Commission,  and
forward copies of such filings to the Company.  We believe,  based solely on our
review of the copies of such forms,  that during the fiscal year ended  December
31, 2007,  all  reporting  persons  complied with all  applicable  Section 16(a)
filing requirements.

AUDITORS; CODE OF ETHICS; FINANCIAL EXPERT

Our principal independent accountant is Moore & Associates, Chartered. We do not
currently have a Code of Ethics applicable to our principal executive, financial
and  accounting  officer.  We do not have a  "financial  expert" on the Board of
Directors.  The Board of Directors  has not  established  a Code of Ethics as we
currently only have one executive officer.

NOMINATING AND AUDIT COMMITTEES

The Board of Directors of the Company has not  established an audit committee or
nominating  committee.  Since we do not  have a  nominating  or audit  committee
comprised of independent directors, the functions that would have been performed

                                       24
<PAGE>
by such  committees are performed by our directors.  The Board is of the opinion
that such committees are not necessary since the Company  currently has only one
director,  and to date,  such director has been performing the functions of such
committees.

POTENTIAL CONFLICTS OF INTEREST

We are not aware of any current or potential  conflicts of interest  with any of
our executive officer and director.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

There are no legal  proceedings  that have  occurred  within the past five years
concerning  our  directors,   or  control  persons  which  involved  a  criminal
conviction,  a  criminal  proceeding,  an  administrative  or  civil  proceeding
limiting  one's  participation  in the  securities or banking  industries,  or a
finding of securities or commodities law violations.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

From our inception  (March 11, 2005) until June 22, 2007,  Ruth Navon had been a
director and our sole  executive  officer.  In March 2005,  Ms. Navon was issued
2,500,000 shares in consideration for her services to us valued in the amount of
$2,500.  Between July 4, 2005 and December 31, 2005,  Itamar  Multimedia,  whose
principal  owner and manager is Ms.  Navon,  was paid an aggregate of $13,900 in
consideration  for certain  consulting  services provided to us. For fiscal year
ended  December 31, 2006,  Itamar  Multimedia  was paid an additional  $3,000 in
consideration of certain consulting services rendered to us.

In March 2005, Mr. Friedman was issued 2,500,000 shares in consideration for his
services to us valued in the amount of $2,500.  On December 7, 2007, the Company
issued Shlomo Friedman 100,000 shares in consideration  for services  previously
provided.

                           SUMMARY COMPENSATION TABLE

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our officers for all services  rendered in all  capacities  to us for the fiscal
periods indicated.

<TABLE>
<CAPTION>

                                                                     Non-Equity      Nonqualified
 Name and                                                            Incentive         Deferred
 Principal                                    Stock       Option        Plan         Compensation     All Other
 Position       Year   Salary($)  Bonus($)   Awards($)   Awards($)  Compensation($)   Earnings($)   Compensation($)  Total($)
 --------       ----   ---------  --------   ---------   ---------  ---------------   -----------   ---------------  --------
<S>             <C>    <C>        <C>         <C>        <C>        <C>               <C>           <C>              <C>
Ruth Navon(1)   2007      $0         $0         $0          $0            $0              $0            $0            $0
                2006      $0         $0         $0          $0            $0              $0            $3,000(3)     $3,000(3)


Shlomo          2007      $0         $0         $0          $0            $0              $0            $0           100,000
Friedman(2)                                                                                                          shares(4)
                2006      $0         $0         $0          $0            $0              $0            $0            $0
</TABLE>

----------
(1)  Ruth  Navon  was  our  President,   Chief  Executive  Officer,   Secretary,
     Treasurer, and a director of the Company from March 11, 2005 until June 22,
     2007.
(2)  Shlomo Friedman has been a director of the Company since March 11, 2005. On
     June 22, 2007, Mr. Friedman was elected President, Chief Executive Officer,
     Treasurer  and Secretary of the Company.
(3)  Between February 2, 2006 and February 23, 2006,  Itamar Multimedia was paid
     an aggregate of $3,000 in  consideration  for certain  consulting  services
     provided to us. Ruth Navon is the  principal of Itamar  Multimedia.
(4)  On December 7, 2007, the Company issued Shlomo  Friedman  100,000 shares in
     consideration for services previously provided.

                                       25
<PAGE>
OUTSTANDING EQUITY AWARDS

As of  December  31,  2007,  no  executive  officer or  director,  or any former
executive  officer or  director  held  unexercised  options,  stock that had not
vested, or equity incentive plan awards.

GRANTS OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

No stock  options or stock  appreciation  rights were  granted to any  executive
officer,  or any former  executive  officer and none hold  unexercised  options,
stock that had not vested, or equity incentive plan awards.

OPTIONS/SAR EXERCISE

None of our  directors,  executive  officers,  or former  directors or executive
officers were issued any stock options or stock  appreciation  rights during the
during the period from March 11, 2005  (inception)  until December 31, 2007, and
none of them holds unexercised stock options held as of such date.

LONG TERM INCENTIVE PLAN AWARDS

We have no long-term incentive plans.

COMPENSATION OF DIRECTORS

As discussed  above in the section on Summary  Compensation,  $3,000 was paid to
Itamar Multimedia  (whose principal owner and manager is Ms. Navon),  during the
fiscal year ended  December  31,  2006.  Except for the  foregoing,  none of our
directors or former  directors  received any  compensation for fiscal year ended
December 31,  2007.  On December 7, 2007,  the Company  issued  Shlomo  Friedman
100,000 shares in consideration for services previously provided.

EMPLOYMENT CONTRACTS

As of December 31, 2007, there are no employment  agreements  between us and our
officer and director. As previously disclosed in the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 3, 2008, the
Company  entered into an  Employment  Agreement,  dated as of December 30, 2007,
with Arik Hertz to become the Company's Chief Executive  Officer.  The effective
date of the employment agreement was March 1, 2008.

ITEM 12. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following  table lists,  as of April 8, 2008, the number of shares of common
stock of our Company  that are  beneficially  owned by (i) each person or entity
known  to  our  Company  to be the  beneficial  owner  of  more  than  5% of the
outstanding  common  stock;  (ii) each officer and director of our Company;  and
(iii) all officers and directors as a group.  Information relating to beneficial
ownership of common stock by our principal  shareholders and management is based
upon information furnished by each person using "beneficial  ownership" concepts
under the rules of the Securities and Exchange Commission.  Under these rules, a
person is deemed to be a  beneficial  owner of a security  if that person has or
shares  voting power,  which  includes the power to vote or direct the voting of
the security,  or investment  power,  which includes the power to vote or direct
the voting of the security.  The person is also deemed to be a beneficial  owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange  Commission  rules,  more than
one person may be deemed to be a beneficial owner of the same securities,  and a
person may be deemed to be a beneficial  owner of  securities  as to which he or
she may not have any pecuniary beneficial interest.  Except as noted below, each
person has sole voting and investment power.

The percentages  below are calculated  based on 38,141,664  shares of our common
stock  issued and  outstanding  as of April 8, 2008.  We have  631,664  warrants
outstanding which are exercisable into 631,664 shares of our common stock. Other

                                       26
<PAGE>
than the warrants,  we have no options or other  securities  exercisable  for or
convertible  into shares of our common stock.  Unless otherwise  indicated,  the
address of each person listed is c/o PowerRaise,  Inc.,26 East Hawthorne Avenue,
Valley Stream, New York 11580.

Except as indicated by footnote,  and subject to community  property  laws where
applicable, to our knowledge, each person listed is believed to have sole voting
and  investment  power with  respect to all shares of common stock owned by such
person.

                                        Number of Shares of       Percent of
                                           Common Stock          Common Stock
Name of Beneficial Owner                Beneficially Owned    Beneficially Owned
------------------------                ------------------    ------------------
Arik Hertz                                          0 (1)               0%
Shlomo Friedman                               100,000                   0%
Reuven Gamliel                             14,432,350               37.84%
All directors and executive officers
 as a group (two people)                      100,000                   0%

----------
(1)  Arik  Hertz is our Chief  Executive  Officer.  Pursuant  to his  Employment
     Agreement  with the  Company,  Mr. Hertz is entitled to options to purchase
     800,000 shares of common stock of the Company at an exercise price of $0.30
     per share;  such  options  shall vest over a three year  period  commencing
     February 1, 2008. In addition,  if the Company achieves $700,000 booking in
     the US  market  during  the  first  year of his  employment,  Mr.  Hertz is
     entitled to an option for 270,000  shares,  exercisable at $0.30 per share;
     if during his second year of employment the Company achieves  $5,000,000 of
     worldwide sales or leads the Company to a successful acquisition or merger,
     he will be  granted  an  option  for an  additional  265,000  shares  at an
     exercise price of $0.30 per share; and if during the third year the Company
     achieves  $15,000,000  of  worldwide  sales  or  leads  the  Company  to  a
     successful  acquisition or merger,  Mr. Hertz will be entitled to an option
     for an additional 265,000 shares at an exercise price of $0.30 per share.

CHANGES IN CONTROL

There are no present arrangements or pledges of the Company's securities,  known
to management, which may result in a change in control of the Company.

ITEM 13. CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
         INDEPENDENCE.

On March 14, 2005, Shlomo Friedman, a director,  made a loan to us in the amount
of $7,500  which is  repayable  upon demand not earlier than 36 months after the
date of the Loan  Promissory  Note,  without  interest.  On March 22, 2007,  the
Company repaid the loan to Mr. Friedman in the amount of $7,500.

On November 1, 2007,  we entered  into loan  arrangement  with Shlomo  Friedman,
currently our sole officer and director,  for a loan in the aggregate  principal
amount of $1,500. The loan is due on November 1, 2009 and bears no interest.

On December 7, 2007,  the  Company  issued  Shlomo  Friedman  100,000  shares in
consideration for services previously provided.

On August 31, 2006, the Company issued a Loan  Promissory  Note to Itamar David,
one of our shareholders,  in the aggregate  principal amount of $5,000. The loan
was due on September 1, 2008 and accrues interest at a rate of 24% per annum. On
March  22,  2007,  we repaid  the note to Mr.  David in full  with  interest  of
$667.39.

On August 31, 2006, the Company issued a Loan Promissory Note to Alan Sacks, one
of our shareholders,  in the aggregate principal amount of $30,000. The loan was
due on  September  1, 2008 and accrues  interest at a rate of 24% per annum.  On
December 14, 2007, we repaid  $27,912 to Mr. Sacks in cash in addition to $2,088
which we paid him for services  rendered to the Company.  Mr. Sacks  forgave any
and all accrued interest due under the note.

On October  17,  2007,  the  Company  entered  into a Letter of  Agreement  with
Teleclick.  The Chief  Executive  Officer  and Chief  Research  and  Development
Officer of Teleclick is Reuven Gamliel, the majority shareholder of the Company.
Pursuant  to the  Letter of  Agreement,  Teleclick  will  enable  the  officers,
accountants,  counsel,  bankers  and other  representatives  of the  Company  to

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<PAGE>
conduct a due  diligence  review of  Teleclick.  In  addition,  the  Company and
Teleclick  entered in a Secured  Convertible  Promissory  Note dated December 3,
2007,  pursuant to which the Company  agreed to loan  Teleclick  an aggregate of
$300,000.

The Note is secured by all the assets of Teleclick and  Teleclick  agreed not to
sell, lease or otherwise  dispose of any portion of such assets.  Teleclick also
agreed not to pay, declare or set apart for such payment,  any dividend or other
distribution  on its capital stock or make any other payments or distribution in
respect of its capital stock.

The Note  bears  interest  at the rate of 15% per annum,  payable  in cash.  All
accrued but unpaid  interest  on the Note and any other  amounts due thereon are
due and payable on December 3, 2008, or earlier upon  acceleration  following an
event of default,  as defined in the Note. At the option of the Company,  at any
time on or before  December 3, 2008,  all principal and accrued  interest on the
Note is convertible  into ordinary  shares of Teleclick up to an amount equal to
99% of Teleclick's authorized share capital on a fully diluted basis.

Effective as of March 1, 2008, the Company entered into an Employment  Agreement
with Arie Hertz, for Mr. Hertz to become the Company's Chief Executive  Officer.
Pursuant  to the  agreement,  Mr.  Hertz will  receive an annual  base salary of
$150,000  for the first six months of  employment  and an annual  base salary of
$180,000 commencing with the seventh month of his employment.  Mr. Hertz is also
entitled to options to purchase 800,000 shares of common stock of the Company at
an exercise price of $0.30 per share;  such options shall vest over a three year
period.  In addition,  if the Company achieves $700,000 booking in the US market
during the first year of his employment,  Mr. Hertz is entitled to an option for
270,000  shares,  exercisable  at $0.30 per share;  if during his second year of
employment  the Company  achieves  $5,000,000  of  worldwide  sales or leads the
Company to a successful  acquisition or merger, he will be granted an option for
an additional  265,000  shares at an exercise  price of $0.30 per share;  and if
during the third year the Company  achieves  $15,000,000  of worldwide  sales or
leads the  Company to a  successful  acquisition  or merger,  Mr.  Hertz will be
entitled to an option for an additional  265,000  shares at an exercise price of
$0.30 per share. Mr. Hertz is also entitled to $1,351.80  reimbursement from the
Registrant  for medical  insurance  and $15,000 per year to be  deposited by the
Company in a 401(k) and life insurance plan. Either the Company or Mr. Hertz can
terminate  the agreement at any time by providing at least one and a half months
notice  during the first six month of  employment  and three  months at any time
after the six months of employment.

DIRECTOR INDEPENDENCE

We are not subject to listing  requirements of any national  securities exchange
or national  securities  association  and, as a result,  we are not at this time
required to have our board comprised of a majority of  "independent  directors."
Nevertheless,  we believe that Shlomo Friedman currently meets the definition of
"independent"  as promulgated by the rules and regulations of the American Stock
Exchange.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The  following is a summary of the fees billed to us by Moore &  Associates  for
professional services rendered for the past two fiscal years:

Fee Category                   Fiscal 2007 Fees        Fiscal 2006 Fees
------------                   ----------------        ----------------
Audit Fees                         $2,000                   $2,000
Audit-Related Fees                 $1,000
Tax Fees                           $    0                   $    0
All Other Fees

Audit Fees  consist of fees billed for  professional  services  rendered for the
audit of our financial statements and review of the interim financial statements
included in quarterly reports and services that are normally provided by Moore &
Associates in connection with statutory and regulatory filings or engagements.

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<PAGE>
POLICY  ON  PRE-APPROVAL  OF  AUDIT  AND  PERMISSIBLE   NON-AUDIT   SERVICES  OF
INDEPENDENT AUDITORS

We do not have an Audit  Committee.  Nevertheless,  the  Company's  policy is to
pre-approve  all  audit  and  permissible  non-audit  services  provided  by the
independent auditors.  These services may include audit services,  audit-related
services, tax services,  and other services.  Pre-approval is generally provided
for up to one  year,  and any  pre-approval  is  detailed  as to the  particular
service or category of services and is generally  subject to a specific  budget.
The independent  auditors and management are required to periodically  report to
the Audit Committee regarding the extent of services provided by the independent
auditors in  accordance  with this  pre-approval  and the fees for the  services
performed to date. The Audit Committee may also pre-approve  particular services
on a case-by-case basis.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit No.                             Exhibit Description
-----------                             -------------------
   3.1         Certificate of  Incorporation  of the Company (annexed as Exhibit
               3.1to our  Registration  Statement  on Form SB-2,  filed with the
               Securities and Exchange Commission on September 12, 2006).
   3.2         Bylaws of Company  (annexed  as Exhibit  3.2 to our  Registration
               Statement on Form SB-2,  filed with the  Securities  and Exchange
               Commission on September 12, 2006).
   3.3         Certificate  of Change of the Company filed with the Secretary of
               State of Nevada on August 22, 2007 *
   4.5         Secured Convertible Promissory Note dated December 3, 2007 issued
               by  Teleclick  Technologies  Ltd. to the Company  (annexed to the
               Company's  Current  Report on Form 8-K filed with the  Securities
               and Exchange Commission on December 5, 2007).
   10.4        Stock Purchase and Sale Agreement,  between Ruth Navon and Shlomo
               Friedman  and  purchasers,  dated June 12,  2007  (annexed to the
               Company's  Current  Report on Form 8-K filed with the  Securities
               and Exchange Commission on June 27, 2007).
   10.5        Letter Agreement dated October 17, 2007,  between the Company and
               Teleclick Technologies,  Ltd. (annexed to the Company's Quarterly
               Report on Form  10-QSB  filed with the  Securities  and  Exchange
               Commission on November 13, 2007).
   10.6        Form of  Regulation  S  Subscription  Agreement  (annexed  to the
               Company's   Quarterly  Report  on  Form  10-QSB  filed  with  the
               Securities and Exchange Commission on November 13, 2007).
   10.7        Employment  Agreement,  dated as of  December  30,  2007,  by and
               between the Company  and Arie Hertz  (annexed as Exhibit  10.1 to
               the  Company's   Current  Report  on  Form  8-K  filed  with  the
               Securities and Exchange Commission on March 3, 2008).
   31.1        Rule  13a-14(a)/15d-14(a)  Certification  of Principal  Executive
               Officer *
   31.2        Rule  13a-14(a)/15d-14(a)  Certification  of Principal  Financial
               Officer *
   32.1        Section 1350 Certification of Principal Executive Officer *
   32.2        Section 1350 Certification of Principal Financial Officer *

----------
* Filed herewith

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<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: April 8, 2008          By: /s/ Arik Hertz
                                ------------------------------------------------
                             Name:  Arik Hertz
                             Title: Chief Executive Officer
                                    (Principal Executive Officer)


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

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant,  in the  capacities  and on the
dates indicated.

<TABLE>
<CAPTION>
     Signature                                   Title                                 Date
     ---------                                   -----                                 ----
<S>                          <C>                                                  <C>

/s/ Shlomo Friedman           President, Treasurer, Secretary and Director         April 8, 2008
--------------------------    (Principal Financial and Accounting Officer)
Shlomo Friedman
</TABLE>

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