United
States


Securities
and Exchange
Commission




Washington, D.C.
20549




Form
10-KSB




x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For
the fiscal year ended December 31, 2007
 OR
  ̈
              TRANSITIONAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from _______________ to _________________




Commission
File Number 000-52289




Power
of the Dream
Ventures, Inc.


(Name of
Small Business Issuer in its charter)




Delaware
              (State
      or other jurisdiction of incorporation or organization)
            51-0597895
              (I.R.S
      Employer Identification No.)




1095 Budapest, Soroksari ut
94-96, Hungary


(Address
of principal executive offices) (Zip Code)


+36-1-456-6061


(Issuer’s
telephone number)





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




Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value
$0.0001 per share




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




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirement for the past 90 days. Yes xNo 




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. 




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




Issuer
had revenues of $0 for the year ended December 31, 2007. As of March 31,
2008, 41,197,500 shares of Common Stock were outstanding of which 6,200,000 were
held by non-affiliates of the Company. The aggregate market value of the Common
Stock held by non-affiliates of the Company as of March 28, 2008 was
$24,000,000.




Documents
Incorporated by Reference: None.


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












POWER OF THE DREAM VENTURES, INC. (formerly TIA V,
Inc.)




(A
Development Stage Company)




INDEX
TO FORM 10-KSB




December
31, 2007





PagePART
      IItem
      1.
            Description of Business
            3Item
      1A.
            Risk Factors
            15Item
      2.
            Description of Property
            20Item
      3.
            Legal Proceedings
            20Item
      4.
            Submission of Matters to a Vote of Security
      Holders
            20PART
      IIItem
      5.
            Market for Common Equity and Related Stockholder Matters and
      Small Business Issuer Purchases of Equity Securities
            21Item
      6.
            Management’s Discussion and Analysis or Plan of
      Operation
            23Item
      7.
            Financial Statements
            27Item
      8.
            Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
            27Item
      8A(T).
            Controls and Procedures
            28Item
      8B.
            Other Information
            29PART
      IIIItem
      9.
            Directors and Executive Officers, Promoters, Control Persons
      and Corporate Governance; Compliance with Section 16(a) of the Exchange
      Act
            30Item
      10.
            Executive Compensation
            32Item
      11.
            Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
            33Item
      12.
            Certain Relationships and Related Transactions, and Director
      Independence
            33Item
      13.
            Exhibits
            34Item
      14.
            Principal Accountant Fees and Services
            35




2
 Index




PART
      I




ITEM 1.
            DESCRIPTION
      OF BUSINESS




The
Company’s Business




Power of
the Dream Ventures, Inc., (“PDV” or “We” or the “Company”) is Hungary’s
premier holding company focused on technology acquisition and development
enabling the delivery of revolutionary concepts and ready to market products to
the international market place. We develop, acquire, license, or co-develop
technologies that originate exclusively in Hungary that are in prototype stage
based on existing patents; in prototype stage prior to patenting; existing
products that require expansion capital to commercialize; emerging science and
high-technology research projects that require help in patenting, developing the
product and marketing, university spin-off technologies and ideas from the very
early stages of what represents “disruptive technologies.”




We were
incorporated in Delaware on August 17, 2006, under the name Tia V, Inc. Since
inception, and prior to our acquisition of Vidatech on April 10, 2007, we were
engaged solely in organizational efforts and obtaining initial financing. Our
sole business purpose was to identify, evaluate and complete a business
combination with an operating company.




On April
10, 2007, we completed our acquisition of Vidatech, Kft. (also know as Vidatech
Technological Research and Development LLC) a limited liability company formed
under the laws of the Republic of Hungary. Vidatech is a company formed for the
purpose of investing in, acquiring, developing, licensing, and commercializing
technologies developed in Hungary. In furtherance of its business, Vidatech
provides research and development services to the companies from which it
acquires technologies or participation interests in such technologies. Prior to
December 31, 2006, Vidatech was primarily focused on organizational and capital
raising activities.




Through
Vidatech, we aim to provide pro-active support for idea, research, start-up and
expansion-stage technology companies having rights to technologies or
intellectual properties which we believe to be potentially commercially viable,
by offering a range of services designed to encourage and protect the continuing
development and eventual commercialization of those technologies.




The
Company’s Industry




The
Company develops proprietary products for a wide range of industry sectors.
These include, but are not limited to:




-
            Software
      industry, form online applications to stand alone
  products




-
            Energy
      industry from power generation technologies to power transmission and
      power storage methods




-
            Manufacturing
      sectors from sub-component assemblies to whole
  units




-
            Chemical
      sector, with a special focus on biodegradable solutions for
      environmentally sensitive
applications




-
            Biotechnology
      sector with a special emphasis on cancer and cholesterol treatment
      methods




-
            Pharmaceutical
      products





3
 Index




-
            Medical
      equipment with a special emphasis on products that offer better solution
      to existing treatment methodologies




-
            Transportation
      related products that are environmentally friendly and provide
      alternatives to current methods




-
            Chemicals
      that are biodegradable and environmentally friendly solutions for diverse
      application areas from fire fighting to waste
  processing




-
            Equipment
      for the leisure industry




-
            Communications
      products and methods that offer significant industry enhancement to
      solutions currently in use




-
            Entertainment
      industry products for movie, television and
  gaming




-
            Disruptive
      technologies for all industries where there is a discernable need or
      suitable market opportunity for new technology
  penetration




-
            Metals
      industries such as precious metals refining and end user
    sales




As a
diversified technology manager we seek to license and sell technologies within
any of these industries.




The
Company’s Business Strategy




To date,
the primary focus of Central European countries has been to develop a solid
infrastructure required for a market economy. Due to the high-perceived risks of
these economies, institutional financial support for start-ups and expansion
stage companies has been lacking.




With
several Central European economies joining the European Monetary Union by 2012,
Hungary, as one of the most developed Central European countries, is moving from
a transition to a converging economy. With the continued stabilization and the
transition of Hungary to a converging economy the time is ripe for a local
entity with high level technology skills to selectively acquire, develop,
license and/or co-developed international market ready
technologies.




The
Company’s Products




Through
December 31, 2007, we have had only limited operations and acquired rights to
only eleven technologies: TothTelescope, RiverPower, the Kalmar inventions
(fire-proofing liquid called FireSAFE; technology for utilizing communal waste
as a concrete additive; technology for repairing potholes with the use of
recycled plastics; technology for recycling the metal content of PVC shielded
electric cables and the metal content of radial tires; technology for deicing
roads in an environmentally friendly way; and technology for the neutralization
of toxic red mud, a byproduct of the bauxite industry), a desalination
technology that functions cheaper, with more efficiency and with less energy
than current methods. In addition we also purchase an equity interest in “in4
Kft”, a Hungarian Limited Liability Company formed to develop and commercialize
a next generation internet based search engine and content organizer product
based on semantic internet technology.




A
detailed analysis of these technologies is as follows:





4
 Index




The
Company’s Desalination technology




Pursuant
to an invention transfer agreement dated October 26, 2007, Vidatech obtained
exclusive rights to develop and commercialize a new desalination device. Prior
to signing the agreement a thorough due diligence was completed to establish the
uniqueness and patentability of the technology by Pintz and Co., independent
patent attorneys, following which a patent application was submitted on December
21, 2007, with the Company’s Hungarian Subsidiary, Vidatech Ltd. as the patent
holder. Following successful development of the technology the Company is
entitled to receive sixty (60) percent of the revenues generated from the
utilization of the technology while the inventor is to receive forty (40)
percent.




In its
current stage of development the desalination device consists of comprehensive
design specifications, engineering drawings, and a small prototype to
demonstrate proof of concept. We are now engaged in producing final engineering
specifications for the manufacturing of a laboratory scale prototype. We
anticipate the completion of these plans by the mid 2008, with a working
prototype completed by the end of 2008. Once operational, the prototype will
undergo rigorous testing and technology refinement procedures.




When
complete, the desalination device is expected to be a fully portable unit that
can be installed at any location, will be powered by either solar or wind power,
and is expected to produce drinking water at much better efficiencies
and at a cost per liter that is less than machines currently in use. Because of
the scalability of the technology it can also be made practical for large
scale commercial installations.




The term
Desalination refers to any of several processes to remove excess salt and other
minerals from water. Water is desalinated in order to be converted to fresh
water suitable for animal consumption or irrigation, or, if almost all of the
salt is removed, for human consumption. Sometimes the process produces table
salt as a by-product. Desalination is used on many ships and submarines. Most of
the modern interest in desalination is focused on developing cost-effective ways
of providing fresh water for human use in regions where the availability of
water is limited.




Large-scale
desalination typically requires large amounts of energy, as well as specialized,
expensive infrastructure, making it very costly compared to the use of fresh
water from rivers or groundwater. The large energy reserves of many Middle
Eastern countries, along with their relative water scarcity, have led to
extensive construction of desalination in the region. Saudi Arabia’s
desalination plants account for about 24% of total world capacity. The world’s
largest desalination plant is the Jebel Ali Desalination Plant (Phase 2) in the
United Arab Emirates. It is a dual-purpose facility that uses multi-stage flash
distillation and is capable of producing 300 million cubic meters of water per
year.




The two
leading technologies used in desalination are reverse osmosis (47.2% of
installed capacity world-wide) and multi-stage flash (36.5%).




The
traditional process used in these operations is vacuum distillation—essentially
the boiling of water at less than atmospheric pressure and thus a much lower
temperature than normal. This is due to the fact that the boiling of a liquid
occurs when the vapor pressure equals the ambient pressure and vapor pressure
increases with temperature. Thus, because of the reduced temperature, energy is
saved.




In the
last decade, membrane processes have grown very quickly, and most new facilities
use reverse osmosis technology. Membrane processes use semi-permeable membranes
and pressure to separate salts from water. Membrane systems typically use less
energy than thermal distillation, which has led to a reduction in overall
desalination costs over the past decade. Desalination remains energy intensive,
however, and future costs will continue to depend on the price of both energy
and desalination technology.




Forward
osmosis desalination technology employs a passive membrane filter that is
hydrophilic and slowly permeable to water, and blocks a portion of the solutes.
Water is driven across the membrane by osmotic pressure created by food grade
concentrate on the clean side of the membrane. Forward osmosis systems are
passive in that they require no energy input. They are used for emergency
desalination purposes in seawater and floodwater settings.





5
 Index




The
Company’s patent pending desalination technology uses a mix of present
technologies including vacuum distillation with our unique proprietary
ultrasonic impulse excitation and cavitation.




The
TothTelescope




Pursuant
to an exclusive distributorship agreement dated June 15, 2006 by and between
Vidatech and Attila Toth, Vidatech obtained the exclusive worldwide distribution
rights to the TothTelescope. The Agreement covers all methods and extents of
utilization of the TothTelescope and underlying technology for an initial one
year period commencing on July 15, 2006. Vidatech is entitled to receive sixty
(60%) of the revenues generated from the utilization of the technology. On June
15, 2007 we entered into an amendment of this agreement granting Vidatech rights
to the exclusive distributorship of the TothTelescope for an additional period
of two years.




The
TothTelescope is an ultra-small, portable, yet high magnification monocular
telescope that is equally suitable for microscopic, terrestrial and astronomical
observations. Usable magnification ranges from 16x to 250x, with optional
accessories 500x magnification is achievable for microscopy work. Because of its
compact size (only 14 centimeters in length x 8 centimeters in diameter) and
light weight (less than 500 grams) it can be used for a number of strategic
applications such as military reconnaissance, wildlife observation from great
distances, emergency observation, closed circuit security at great distances,
and common everyday tasks such as microscopy of up to 500x magnification,
digital photography, bird spotting, hunting or even star gazing.




It is
anticipated that the TothTelescope will also be available in infrared versions,
a binocular version and a super high resolution version (expected to be
available within 3 years).




Since
June 15, 2006, and through the period ended December 31, 2007, we have sold and
distributed eight TothTelescopes and various accessories for aggregate sales
proceeds of $5,833. Since June 30, 2007, the TothTelescope has been unavailable
for purchase.  This is mainly due to manufacturing challenges that
have arisen since introducing the product. The original supplier of certain
components proved to be unreliable in producing consistent quality over multiple
orders, which forced us to discontinue our relationship with the supplier. We
have been unable to locate a suitable replacement manufacturer in Hungary. We
are now evaluating several out of country suppliers. It is anticipated that a
final decision on a new supplier will be made by the middle of
2008.




Also of
paramount importance are the primary parabolic mirror and the front optical
window of the telescope. These cannot be manufactured in Hungary. We are
reviewing supply considerations with the original supplier. The main difficulty
is turnaround time. When ordered in quantity, which makes the most sense in
terms of pricing, lead times can be as high as 11 months for the parabolic
mirror and 7 months for the optical window. We are currently in the process of
obtaining price quotes from select other optical manufacturers. We anticipate
arriving at a final decision in the first half of 2008.




Once a
decision has been made with respect to suppliers, it is our plan to order during
the next 12 months enough components from our suppliers to assemble, at first,
fifty additional TothTelescopes for resale, update the TothTelescope e-commerce
website to include additional functionality including customer feedback
potential, and solicit additional resellers and design and implement an ongoing
marketing campaign. We also intend to send sample products to a number of
offline resellers worldwide where potential customers can inspect and try the
benefits of the TothTelescope first hand. We believe this personal experience
will be instrumental in driving sales over the next 12 to 24
months.




In
addition, we are also planning on providing test instruments to independent
reviewers and trade publications for testing and expert review. These
independent appraisals are crucial for the establishment of an optical
instrument such as the TothTelescope. While we are confident that these
independent reviews will be favorable there cannot be any assurance that the
people testing the instrument will in fact like the product and provide positive
feedback. Review results can affect sales either in a positive or negative
manner.





6
 Index




RiverPower
Technology




Pursuant
to an invention transfer agreement dated May 24, 2007 by and between the Company
and Janos Salca and Viktor Salca, collectively the inventors. On May 25, 2007
Vidatech submitted two patent applications in Hungary, one relating to the
modular, vertical wheels-based generation unit of the RiverPower technology and
one for the slow revolutions per minute electrical generator itself, which
coverts slow rotational movement into electrical power. Prior to submission of
the patent applications, a thorough due diligence review was completed to
establish the uniqueness and patentability of the technology.




The
exclusive utilization agreement covers all methods and extents of utilization of
the inventions, collectively referred to as RiverPower, and all aspects of the
underlying technology. Upon successful deployment and commercialization of the
technology the Company is entitled to receive fifty (50) percent of all revenues
generated while the inventors will receive the remaining net fifty (50) percent.
As part of the agreement Janos Salca and Viktor Salca each received 50,000
shares of our common stock.




RiverPower
is a proprietary, renewable, green power-generation technology aimed at
converting the flow of rivers into electricity without the need for expensive,
environmentally degrading dam construction.  In order to generate
electricity, RiverPower generators are simply submerged into rivers and anchored
at specific distances in the riverbed. As long as the river flow exceeds one
meter per second, the RiverPower machine will generate electrical power
economically (installations for slower moving rivers can also be custom
designed). RiverPower technology differs from other hydropower generation
techniques in that we believe that it has the ability to use the flow of the
entire river, capable of achieving greater efficiency and increased power
production than in traditional turbine-based systems, without dams.




RiverPower
generators are built of standardized modules that are approximately 2 meters in
height by 2 meters in width by 6 meters in length, with four (4) vertically
mounted wheels rotating at between 7-15 rpm (revolutions per minute). All wheels
in the modules are interconnected and transfer rotational movement to a single
axle, on which our patent pending, slow speed, 1800 pole generator sits for the
conversion of rotational movement into electricity. Each RiverPower assembly,
made of six (6) standard interlocked units, is rated at approximately 50kWh in
generating capacity. Several of these modules can be networked together for
larger output, creating generator farms. Custom designed generators can also be
constructed with larger or smaller output.




Hydroelectric
power is electricity produced by the movement of water (i.e., from the release
of water from a dam; from water flowing down a waterfall, through a river, or in
and out with the tide, etc.).  It is created when water is fed through
a channel to a turbine where it strikes and turns turbine blades.  The
rotating turbine blades cause the turbine shaft to turn, which turning motion is
converted into electrical energy by means of a generator connected to the
turbine shaft.




Hydroelectric
power is one of several green, renewable energy sources, and is currently the
largest renewable energy source, accounting for 19% of electrical generation –
715,000 mWe. Other means for producing electrical power include solar, wind, and
geothermal production methods, accounting for approximately 4% of all
alternative renewable electrical energy market.  Alternative renewable
electrical energy production, itself, accounts for approximately 10-12% of
global electrical energy production. Nevertheless, with daily world consumption
increasing and hydrocarbon supplies decreasing, there is considerable incentive
for companies to develop low-cost alternative, renewable electrical energy
production means, including hydroelectric power. This is especially true when
viewed against the current geopolitical climate.




Hydroelectric
power projects are under construction in approximately 80 countries, most of
which are traditional dam based hydroelectric projects. Most of the remaining
hydro potential in these dam-based hydro projects is in developing countries,
particularly in South and Central Asia, Latin America and Africa.  Our
RiverPower technology changes this competitive landscape in that it can
introduce a means whereby rivers can become power generating sites, without the
need for expensive and prolonged dam construction. In addition because
RiverPower technology supplies continuous power 24 hours a day (because
RiverPower generators are in a constant flow environment, a river) turnover
(return of invested capital) is faster than with solar or wind
installations.





7
 Index




Marketing




We will
seek to commercialize RiverPower initially, in Hungary, and then internationally
in Europe, the US, Central and South America and China through large scale power
plant(s) facilities construction, licensing and/or joint operation of
plants.  Towards that end, and during the next twelve (12) months, it
is our plan to: (i) expand our Hungarian patent application to PCT status with
respect to the RiverPower technology covering the following countries: all EU
member states, US, Canada, Japan, China, India, Brazil, Egypt, Congo,
Afghanistan, Tajikistan, Turkmenistan, Uzbekistan, Russia, Mongolia, Argentina,
Chile, Peru, Ukraine, Belarus, Turkey, Iraq, Israel, Jordan, Niger, Nigeria,
Mali, Venezuela; (ii) build two, one quarter scale laboratory prototypes for
testing and evaluation purposes (construction of these testing prototypes has
been completed as of September 7, 2007 and testing has commenced at Vituki -
Water Resources Research Centre; (iii) initiate engineering of a new electrical
generator that is to be used on final RiverPower machines (this engineering has
been started with a one forth scale version of the final generator being built
initially); (iv) build a full scale prototype of the technology for river
testing; and (v) install first fully functional 50kWh RiverPower
machine.




The
marketing of our RiverPower technology will follow different methods based on
the application area and partner/customer requirements.




Our
preferred method of marketing is the establishment of co-generation sites that
are co-financed with development partners, in which case revenues realized from
the sale of electrical power are split in proportion to funds provided for the
establishment of the site. This method is optimal in Hungary and other EU member
countries for example, where an abundance of “river close” cities exists that
are interested in utilizing the technology but lack the financial strength to
establish larger installations on their own. In EU territories power utilities
are obligated to purchase green power from producers at regulated prices
(currently at approximately 10 Euro cent per kWh). Based on these prices, and
our preliminary estimate of RiverPower manufacturing, installation and
maintenance costs, we anticipate return of invested capital in 3-4 years for
each site.




In
addition to co-generation sites we will also offer equipment purchase options
for individual or small scale users, and will also pursue country or regional
scale licensing agreements. These agreements may or may not include revenue
sharing arrangements.




The
Company’s FireSAFE, HardCrete concrete from communal waste additive and Recycled
plastic pothole filler technologies




Pursuant
to an invention transfer agreement dated August 13, 2007 by and between Vidatech
and Imre Kalmar Nagy, the inventor, the Company acquired worldwide rights to
three technologies, as developed by the Inventor, for HUF 5 million
(approximately USD 25,000). The inventions are FireSAFE, a biodegradable fire
fighting solution that is capable of fireproofing objects to 1,100 degrees
centigrade; HardCrete, a concrete additive that allows communal waste to be
mixed into concrete; and a pothole filler product that utilizes a special mix of
recycled plastic to produce a pourable solution for repairing
potholes.




All three
inventions have been established to be patentable by the patent firm of Pintz
and Co, via an international patent search. The Company filed a patent
application for FireSAFE on November 5, 2007, and one application each for
HardCrete concrete from communal waste additive and the PVC recycled plastic
pothole filler on February 22, 2008. The Company became the patent holder of all
three technologies.





8
 Index




The
Agreement covers all methods and extents of utilization of the inventions and
all aspects of the underlying technology. Upon successful deployment and
commercialization of any or all of the three technologies, Vidatech is entitled
to receive sixty (60%) of the revenues generated, while the Inventor will
receive forty (40) percent.




FireSAFE
is an environmentally safe, biodegradable liquid that is designed to prevent and
if necessary, extinguish natural fires that are exceedingly hard, or impossible
to contain with water or other fire fighting methods. This category includes
forest, bush and other natural fires. In the European Union, according to the
European Commission, the five Mediterranean States – France, Greece, Italy,
Portugal and Spain – suffer burnt areas of between 200,000 and 600,000 hectares
per year as a result of the 20,000 to 60,000 forest fires that have occurred
annually in the period 1980 to 2003, causing billions of dollars in damage
yearly. In Spain and Portugal alone, the total area razed during 2003 was more
than 450,000 hectares.




In the
US, large forest fires have occurred more frequently in the western United
States since the mid-1980s as spring temperatures increased, mountain snows
melted earlier and summers got hotter. Almost seven times more forested federal
land burned during the 1987-2003 period than during the prior 17 years. In
addition, large fires occurred about four times more often during the latter
period. In recent years, wildfires in the western United States have burned
hundreds of homes annually and caused extreme and sometimes irreversible damage
to natural resources. Fire-fighting expenditures for wildfires now regularly
exceed one billion dollars per year.




We intend
to market FireSAFE to the natural fire prevention and control organizations on a
state and federal government level at first. Large scale demonstrations of the
product’s immediate beneficial effects can be undertaken at a number of sites
world-wide at hard to contain fires sites. We believe that these demonstrations
will be instrumental, along with appropriate laboratory test results, to
initiate the commercialization activities of FireSAFE. We intend to complete
these tasks in the next six to twelve months.




HardCrete
and the pothole filler product are expected to enter business development in the
first quarter of 2008.




In
general, world demand for cement and concrete additives is forecast to rise 6.8
percent per year through 2010 to US$ 11 billion, a significant improvement over
the performance of the 1995-2005 period. Fueling gains will be an improving
construction outlook that will bode favorably for the global cement market. In
addition, higher performance requirements for concrete will prompt greater
loading factors for additives.




The
smaller fiber additive sector is expected to register the strongest gains,
continuing the trend of the past decade. However, 90 percent of overall demand
will remain concentrated in the chemical and mineral additive sectors. These and
other trends are presented in World Cement & Concrete Additives, a new study
from The Freedonia Group, Inc., a Cleveland-based market research firm.
Developing countries are expected to register the healthiest gains, averaging
over nine percent per year through 2008. A number of developing countries in the
Asia/Pacific region, such as China, India and Vietnam, are expected to exhibit
particularly healthy growth.




Developed
markets are generally expected to post weaker -- but still respectable --
overall gains that are expected to average around six percent per year through
2008. Demand for cement and concrete additives in the US will register gains
matching the world average, an impressive performance considering the highly
mature US economy and construction sector. The penetration of a number of key
cement additive products such as superplasticizers and set retarders in the US
market has yet to approach the intensity seen in Western Europe and Japan. The
West European cement and concrete additive market is expected to register gains
lagging the world average through 2008. The West European region is expected to
remain the most important cement and concrete additive market in the world in
2008.




Globally,
mineral additives such as fly ash and blast furnace slag are being increasingly
used to partially replace Portland cement, the most expensive component of
concrete. In doing so, producers of concrete are realizing significant cost
benefits as well as performance and durability improvements.





9
 Index




In
general, the market for pothole patching and small-area asphalt repair is a
niche of the asphalt paving market.  The need for patching and repair
of paving is everywhere and it is obvious and ongoing.  The demand for
repair work exceeds the supply of repair services.




Potholes
are the normal and unending result as asphalt pavements deteriorate from age,
weather and wear.  The need for pothole repair is increasing with the
amount of paved surfaces and from increasing utility work resulting from aging
utilities under roadways. Potholes are highly visible, detract from the
perceived value of a property, and reflect poorly on the quality of property
management.  Potholes present a tangible hazard to traffic and a
potential liability.




Left
unattended, potholes increase in size, damage and cost to
repair.  Potholes have to be repaired or ultimately, the entire
pavement must be replaced. Few contractors provide pothole repair services
because (a) the work is labor intensive and does not benefit from mechanization;
(b) hot-mix asphalt, in small quantities, is expensive and difficult to work
with; and (c) there is an abundance of easier and more profitable work. All
three of these obstacles would be solved with our plastic pothole filler, while
at the same time removing millions of tons of scrap plastic from
landfills.




The
typical quality of ‘patching’ makes it temporary. Patching materials
(cold-mix, sprayed aggregate and tar) have been developed to repair
potholes.  These materials are available in a wide range of cost and
performance.  None perform to the standard our proposed plastic
pothole filler, whose lifetime is expected to top that of the asphalt road it
was used to repair. Typically, potholes are patched repeatedly until the
surrounding pavement fails to such an extent that it is justified economically
to repave the entire surface or until complaints, surface problems or liability
risks force a repair of the site regardless of the cost.




Repairs
are also needed at excavations made to access utility services such as water
mains, gas lines, TV-cable, telephone lines and other
infrastructure. Typically, these excavations are small, require immediate
attention and are located far enough apart to be expensive to repair using
traditional methods dependent on asphalt obtained from local asphalt plants.
Typically, these repairs are made with temporary materials until a sufficient
number of sites have accumulated to allow for economical repair.




The
Company’s PVC covered electrical cable and Radial tire recycling technology; red
mud neutralization; and environmentally friendly salt-free de-icing
solution.




Pursuant
to an amendment to the invention transfer agreement by and between Vidatech and
Imre Kalmar Nagy, dated November 28, 2007, Vidatech acquired worldwide rights to
three additional technologies developed by Mr. Nagy for HUF 5 million
(approximately USD 25,000). The inventions are technology for the neutralization
of red mud, a byproduct of the bauxite/aluminum industry; technology for the
recycling of PVC shielded electrical cables and a Biodegradable de-icing
liquid.




All three
inventions have been established to be patentable by the patent firm of Pintz
and Co, via an international patent search. On February 22, 2008 the Company
filed two patent applications one each for the PVC shielded electric cable
recycling technology and one for the environmentally friendly deicing liquid.
The third technology aimed at neutralizing red mud is currently undergoing
patenting. It is anticipated that the patent will be filed in the second quarter
of 2008.




The
Agreement covers all methods and extents of utilization of the inventions and
all aspects of the underlying technology. Upon successful deployment and
commercialization of any or all of the three technologies, Vidatech is entitled
to receive sixty (60%) percent of the revenues generated, while Mr. Nagy will
receive forty (40%) percent of net revenues.




Red mud
neutralization is a liquid additive-based technology capable of neutralizing
heavy metals (and its caustic material content) inherent in red mud
by  forming a concrete-like substance that will not leak dangerous
elements even when exposed to heat, rain or other environmental
factors.





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 Index




Red mud,
an undesirable bauxite residue generated in large quantities by alumina
refineries (for every ton of alumina produced two tons of residue is generated),
is usually managed by discharge into engineered or natural impoundment
reservoirs, with subsequent dewatering by gravity consolidation and sometimes
with capping for closure. Re-vegetation of dewatered red mud is not possible
without addition of additives because of the high pH, high salinity, and absence
of nutrients and organic constituents. The inventions addresses this issue.
Following the patenting of this invention, the product will undergo independent
verification and testing. We anticipate this process to commence in the second
quarter of 2008 and to be completed by the first quarter of 2009.




PVC
shielded electrical cable recycling is also a liquid based solution, which
allows the easy removal of PVC from electrical cable scrap. Cables are submerged
in a solution and soaked for approximately fifteen minutes, following which
the metal can be easily pulled from the PVC casing. In approximately two hours
the PVC returns to its natural, rigid state. The liquid can be re-used between
50-60 times. This technology can also be used to remove the metal content of car
tires.




Following
the patenting of the technology, we plan to establish a small scale prototype
manufacturing plant and the technology thoroughly tested. Once testing has been
completed, the product will be made available for licensing.




Currently
two methods are used by industry to recycle PVC shielded cables: stripping and
grinding, both of which are inefficient.




While,
recycling has become a common practice in Europe, there are several everyday
materials that are not currently being recycled, which we believe could be
recycled profitably, including high-quality PVC from electric cables. There is
further pressure to recycle as several EU directives regulating reuse of
materials, including cable material, are shortly coming into
effect.




The third
invention is a biodegradable de-icing solution. In general, de-icers come in
solids, liquids, pavement overlay, or packaged, formats. More recently, organic
compounds have been developed that reduce the environmental issues connected
with salts and have longer residual effects when spread on roadways, usually in
conjunction with salt brines or solids. These compounds are generated as
byproducts of agricultural operations such as sugar beet refining or the
distillation process that produces ethanol.




The
Company’s deicing solutions does not contain any of these
byproducts.  It is composed of natural compounds that are
environmentally friendly and are particularly well suited for the prevention and
removal of ice and snow. Pre-treated with the product, ice will not form on
surfaces, or once formed, it can easily be removed. This product is currently
undergoing patenting, which is expected to be completed in April
2008.




In
addition to these technologies our wholly owned subsidiary, Vidatech Kft. also
has a 30% equity interest in the following:




iGlue
technology via equity purchase in ‘in4 Kft’.




On August
2, 2007 Vidatech Kft., our wholly owned Hungarian subsidiary, entered into a
joint development agreement with the inventors/creators of iGlue, an online
content organization and search application based on semantic web technology. In
the transaction Vidatech received 30% equity in the newly formed in4 Kft
(http://www.in4.hu), the owner and exclusive developer of iGlue technology, for
HUF 900 thousand (approximately USD 5,000). Up until May 31, 2009, Vidatech is
expected to provide up to HUF 48 million (approximately USD 271,000) in member
loans to in4 Kft. to cover development expenses of iGlue.




As part
of the agreement, Vidatech has the option of converting its HUF 48 million
member loan into an additional 10% equity in in4 Kft. at the end of May, 2009.
Since the establishment of in4 Kft. the company has focused on completing
development work on iGlue. In4 is currently planning a public Beta release of
iGlue at the end of April, 2008. Following successful Beta testing it is
anticipated that the final product will become available starting in the third
quarter of 2008.





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Following
full deployment in4 Kft. will aim to provide free and value added services of
its iGlue product, generating revenue from subscribers, advertising fees and
technology licenses. It is anticipated that the final product will be fully
deployed in two to three years.




iGlue
technology is composed of the following main building blocks:




Integrated
content management




Content
that has been created, or made accessible with iGlue, can be reused in any
environment (e.g. at another site) and custom-tailored to user requirements. The
semantic added value provided by the data structure enables a more versatile use
of the created content than is possible with content management and search
methods based on simple string matching.




Collaborative
database building, community intelligence




The use
of collaborative database building enhances the application with a relevance
factor that relies on community intelligence; this in turn provides self-repair
capability and also makes the suggestion function more efficient.




Modular
structure




Owing to
its modular structure, iGlue can be used to replace multiple data entry
utilities, and users can even use its API (application programming interface) to
develop program components themselves. This greatly improves the efficiency of
data management and storage.




Purely
online application, no installation needed




In
contrast to traditional desktop applications, iGlue represents a new generation
of programs that are used purely online. Accordingly, there is no need for
updates, upgrades, or maintenance – the program is always available for use in
its latest version. This results in significant cost savings in delivery,
packaging, and distribution.




Platform-independent
and browser-agnostic




The
platform, developed using the JAVA programming language and the extensible
markup language (XML), is platform-independent and browser-agnostic, can be run
on any operating system, and is built on open standards. The fact that the
application is completely independent from the program environment makes for
cost-efficient operation.




Asynchronous
data handling (AJAX)




Thanks to
the integrated AJAX functions that use the latest technology, parts of the page
can also be refreshed separately; users don’t need to download full pages while
using the site, so this online application is as feature-rich as a desktop
program while it also eliminates the slow response times frequently experienced
with online applications. Compared to traditional (synchronous) methods that use
full page downloads, this approach saves time and provides ease of use, which
translates into significant savings in terms of work time.





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 Index




Cross-domain
web services using AJAX




One of
iGlue’s highlights is that using plug-ins, users can call the application
through external sites, which empowers any site with the search and content
management capabilities of the source site. The integration of web service and
AJAX technologies resulting in such a rich functionality is currently an
unrivaled feature of this program.




Accurately
targeted ads




Semantic
data entry allows a more efficient use of ad space, avoiding the “banner
graveyard” effect caused by untargeted ads. Ads based on the users’ activities
significantly enhance ad efficiency, making the selling of these ad spaces more
profitable.




Semantic
web represents disruptive technology with the power to challenge today’s
Internet titans. In4 Kft, in close working relationship with Vidatech, aims to
be the premier developer and operator of next generation intelligent web
sites.




The
Company’s Competition




The
Company conducts its business in several complex and highly competitive
industries. The global high-technology industry principally involves the supply
of systems, modules, components and technologies to a diverse number of
companies in diverging fields. Even though high technology is always in demand
the field is saturated with many well established companies whose history,
operating resources and reach is far wider than those of the
Company.




A summary
of the Company’s primary independent competitors is provided below.




Software
– The Company’s principal competitors in the technology segment included the
following: Yahoo! Inc., Google Inc., Microsoft, Kango, Hakia, Semantinet, Radar
Networks.




Desalination
– Zenon Environmental Inc., Consolidated Water Co. Ltd., IDE Technologies Ltd.,
Veolia Environment




Energy –
Ocean Power Technologies, First Solar, Inc., Suntech Power Holdings
Co.




The
Company’s Workforce and Employee Relations




The
Company’s workforce as of December 31, 2007 included 9 persons, of
which 5 were salaried employees and 4 were hourly workers.




The
Company’s Product Research and Development




The
Company’s research and development efforts are intended to establish leadership
positions in core technology lines and provide the Company with a competitive
edge as it seeks additional business with new customers. Total research and
development expenditures for the eleven technologies currently managed by the
Company were approximately $101,383 thousand in 2007, increasing from
$0 in 2006. The Company also works with technology development partners, to
develop technological capabilities and new products and
applications.




The
Company’s Intellectual Property




The
Company owns significant intellectual property, including seven patent
applications, proprietary prototypes of managed technologies and numerous trade
secrets. Although the Company’s intellectual property plays an important role in
maintaining its competitive position, no single patent, prototype, tool or
technology or trade secret, in the opinion of management, of such value to the
Company that its business would be materially affected by the expiration or
termination thereof. The Company’s general policy is to apply for patents on an
ongoing basis, in appropriate countries, on its patentable developments which
are considered to have commercial significance.





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 Index




The
Company’s Raw Materials and Suppliers




Raw
materials used by the Company in the design, prototyping and manufacture of its
products primarily include steel, aluminum, resins, precious metals, chemicals
and electronics components, which are readily available. The Company does not
anticipate significant interruption in the supply of raw materials.




Impact
of Environmental Regulations on the Company




The
Company is subject to the requirements of federal, state, local and foreign
environmental and occupational safety and health laws and regulations. These
include laws regulating air emissions and water discharge. The Company is also
subject to environmental laws requiring the Company to obtain licenses for a
number of technologies currently undergoing development. Such licenses are
needed for field testing of the Company’s RiverPower, FireSAFE, PVC Cable
recycling and Red Mud Neutralization technologies.




During
2007, the Company did not make any material capital expenditures relating to
environmental compliance.




The
Company’s Website and Access to Available Information




The
Company’s current and periodic reports filed with the Securities and Exchange
Commission, including amendments to those reports, may be obtained through its
internet website at http://www.poweroftehdream.com free of charge as soon as
reasonably practicable after the Company files these reports with the SEC. A
copy of the Company’s code of business conduct and ethics for directors,
officers and employees of Power of the Dream Ventures, Inc., and its
subsidiaries, entitled “Ethics
and Integrity Policy,” the Corporate Governance Guidelines adopted by the
Company’s Board of Directors and the charters of each committee of the Board of
Directors are also available on the Company’s website.





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 Index




Item 1.A.
            Risk
      Factors




We have a
limited operating history, which makes your evaluation of our business
difficult. We haveincurred losses
in recent periods for start-up efforts and may incur losses in the
future.




We were
recently organized and only recently completed our acquisition of Vidatech,
which itself has had limited operations. Our future is dependent upon our
ability to obtain financing and upon future profitable operations from the
commercial exploitation of the technologies in which we invest, acquire or
license. These factors raise substantial doubt that we will be able to continue
as a going concern. From April 26, 2006 (inception) through December 31, 2007,
we incurred aggregate losses of $2,027,572 and anticipate incurring additional
losses for at least the next twelve (12) months.




We will
require additional financing to sustain our operations and without it we will
not be able to continue operations.




Our
ability to obtain additional funding will determine our ability to continue as a
going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.




We
believe that we have sufficient financial resources and commitments to sustain
our current level of research and development activities through the middle of
2008.  Any expansion, acceleration or continuation (beyond mid-2008)
of such activities will require additional capital, which may not be available
to us, if at all, on terms and conditions that we find acceptable.




Our
future is dependent upon our ability to obtain financing. If we do not obtain
such financing, we may have to cease research activities and investors could
lose their entire investment.  We have no arrangements or agreements
with any person regarding any potential future financings.




Other
than our right to market, sell and distribute the TothTelescope, from which we
have not derived any meaningful revenues, we currently do not have, and may
never develop or acquire any  commercialized products for distribution
and sale.




Other
than the right to sell and distribute the TothTelescope product, which has been
unavailable for purchase since June 2007 due to certain manufacturing delays and
from which we have not derived any meaningful revenues, we currently do not have
any other commercialized products or any significant source of revenue. We have
invested substantially all of our time and resources over the last two years in
identification, research and development of technologies. The technologies,
which are the subject of our ongoing research programs, will require additional
development, clinical evaluation, regulatory approval, significant marketing
efforts and substantial additional investment before they can provide us with
any revenue.  We cannot currently estimate with any accuracy the amount of
funds that may be required because it may vary significantly depending on the
results of our current research and development activities, product testing,
costs of acquiring licenses, changes in the focus and direction of our research
and development programs, competitive and technological advances, the cost of
filing, prosecuting, defending and enforcing patent claims, the regulatory
process, manufacturing, marketing and other costs associated with the
commercialization of products following receipt of approval, if required, from
regulatory bodies and other factors.




Our
efforts may not lead to commercially successful products for a number of
reasons, including:




-
            we
      may not be able to obtain regulatory approvals, if required, or the
      approved indication may be narrower than we
  seek;




-
            our
      technologies or products, if any, derived from our research and
      development efforts may not prove to be safe and effective in clinical
      trials or testing;




-
              any
      products that may be approved may not be accepted in the
      marketplace;


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 Index




-
            we
      may not have adequate financial or other resources to complete the
      development and commercialization of products derived from our research
      and development efforts;




-
            we
      may not be able to manufacture our products in commercial quantities or at
      an acceptable cost; and




-
            rapid
      technological change may make our technologies, and products derived from
      those technologies, obsolete.




We
expect to operate in a highly competitive market; we may face competition from
large, well-established companies with significant resources, and against which
we may not be able to effectively compete.




Our
commercial success will depend on our ability and the ability of our
sublicensees, if any, to compete effectively in product development, customer
compliance, price, marketing and distribution. There can be no assurance that
competitors will not succeed in developing products that are more effective than
any products derived from our research and development efforts or that would
render such products obsolete and non-competitive.




The
technology sector is characterized by intense competition, rapid product
development and technological change. We expect that most of the competition
that we will encounter will come from companies, research institutions and
universities who are researching and developing technologies and products
similar to or competitive with any we may develop.




These
companies may enjoy numerous competitive advantages, including:




-
            significantly
      greater name recognition;




-
            established
      distribution networks;




-
            additional
      lines of products, and the ability to offer rebates, higher discounts or
      incentives to gain a competitive
advantage;




-
            greater
      experience in conducting research and development, manufacturing,
      obtaining regulatory approval for products, and marketing approved
      products; and




-
            greater
      financial and human resources for product development, sales and
      marketing, and patent litigation.




As a
result, we may not be able to compete effectively against these companies or
their products.




The
success of our research and development effort is uncertain and we expect to be
engaged in research and development efforts for a considerable period of time
before we will be in a position, if ever, to develop and commercialize products
derived from our technologies.




We expect
to continue our current research and development programs through at least the
end of 2009. Research and development activities, by their nature, preclude
definitive statements as to the time required and costs involved in reaching
certain objectives. Actual costs may exceed the amounts we have
budgeted and actual time may exceed our expectations. If our research and
development requires more funding or time than we anticipate, then we may have
to reduce technological development efforts or seek additional financing. There
can be no assurance that we will be able to secure any necessary additional
financing or that such financing would be available to us on favorable terms.
Additional financings could result in substantial dilution to existing
shareholders. Even if we are able to fully fund our research and development
program, there is no assurance that, even upon successful completion of our
program, we will ever be able to commercialize products, if any, derived from
our research efforts or that we will be able to generate any revenues from
operations.





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 Index




Our
research and development programs are in the preliminary development stage and
the results we attain may not prove to be adequate for purposes of developing
and commercializing any products or otherwise to support a profitable business
venture.




Our
research and development programs are in the preliminary development stage.
 We will require significant further research, development, testing and
regulatory approvals and significant additional investment before we will be in
a position to attempt to commercialize products derived from our research and
development programs. We cannot currently estimate with any accuracy the amount
of these funds because it may vary significantly depending on the results of our
research and development activities, product testing, costs of acquiring
licenses, changes in the focus and direction of our research and development
programs, competitive and technological advances, the cost of filing,
prosecuting, defending and enforcing patent claims, the regulatory process,
manufacturing, marketing and other costs associated with commercialization of
products following receipt of approval from regulatory bodies and other
factors.




There can
be no assurances that our early stage research will be successful. The ultimate
results of our ongoing research programs may demonstrate that the technologies
being researched by us may be ineffective, unsafe or unlikely to receive
necessary regulatory approvals. If such results are obtained, we will be unable
to create marketable products or generate revenues and we may have to cease
operations.




We
intend to conduct sales and marketing efforts internally, but lack sales and
marketing experience.  Additionally, we may rely on third party
marketers, in which case, we will be dependent on their efforts.




We expect
to market and sell or otherwise commercialize our technologies (or any products
derived from the technologies) ourselves as well as through distribution,
co-marketing, co-promotion or licensing arrangements with third parties. We have
no experience in sales, marketing or distribution of such technologies or
products and our current management and staff is not experienced or trained in
these areas. Accordingly, if our attempts to market any products directly are
not successful, our business may be adversely affected. To the extent that we
enter into distribution, co-marketing, co-promotion or licensing arrangements
for the marketing or sale of our technologies (or any products derived from the
technologies) any revenues received by us will be dependent on the efforts of
third parties. If such parties were to breach or terminate their agreement with
us or otherwise fail to conduct marketing activities successfully and in a
timely manner, the commercialization of our technologies (or any products
derived from the technologies) would be delayed or terminated.




There
are risks associated with our proposed operations in Hungary.




Special
risks may be associated with our efforts to undertake operations in the Republic
of Hungary. Such operations will be subject to political, economic and other
uncertainties, including among other things, import, export and transportation
regulations, tariffs, taxation policy, including royalty and tax increases and
retroactive tax claims, exchange controls, currency fluctuations and other
uncertainties arising out of the Republic of Hungary’s sovereignty over our
operations.




Fluctuation
in the value of the Hungarian Forint relative to other currencies may have a
material adverse effect on our business and/or an investment in our
shares.




We
maintain our books in local currency: U.S. dollars for Power of the Dream in the
United States and the Hungarian Forint for Vidatech in Hungary. Our operations
are conducted primarily outside of the United States through Vidatech, our
wholly-owned subsidiary. As a result, fluctuations in currency exchange rates
may significantly affect our sales, profitability and financial position when
the foreign currencies, primarily the Hungarian Forint, of our international
operations are translated into U.S. dollars for financial reporting. During
2007, the Hungarian Forint has fluctuated between HUF 199 and HUF 171 to the
U.S. dollar.  In addition, we are also subject to currency fluctuation risk
with respect to certain foreign currency denominated receivables and payables.
Although we cannot predict the extent to which currency fluctuations may or will
affect our business and financial position, there is a risk that such
fluctuations will have an adverse impact on our sales, profits and financial
position. Because differing portions of our revenues and costs are denominated
in foreign currency, movements could impact our margins by, for example,
decreasing our foreign revenues when the dollar strengthens and not
correspondingly decreasing our expenses. We do not currently hedge our currency
exposure. In the future, we may engage in hedging transactions to mitigate
foreign exchange risk.





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 Index




Our
management team has limited experience in public company matters, which could
impair our ability to comply with legal and regulatory
requirements.




Our
management team has had limited experience managing a U.S. public company, which
could impair our ability to comply with legal and regulatory requirements, such
as the Sarbanes-Oxley Act of 2002 and applicable federal securities laws,
including filing on a timely basis required reports and other required
information. Our management may not be able to implement programs and policies
in an effective and timely manner that adequately responds to increased legal or
regulatory compliance and reporting requirements imposed by such laws and
regulations. Our failure to comply with such laws and regulations could lead to
the imposition of fines and penalties and further result in the deterioration of
our business.




Investor
confidence and the market price of our shares may be adversely impacted if we or
our independent registered public accountants are unable to issue an unqualified
opinion on the adequacy of our internal controls over our financial
reporting.




We are
subject to the reporting requirements of the U.S. Securities and Exchange
Commission, or SEC. The SEC, as directed by Section 404 of the U.S.
Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include
a report of management on their internal control structure and procedures for
financial reporting in their annual reports on Form 10-KSB that contain an
assessment by management of the effectiveness of their internal controls over
financial reporting. In addition, independent registered public accountants of
these public companies must report on management’s assessment of, as well as
form its own opinion of, and report on the effectiveness of such companies’
internal controls over financial reporting. These requirements will first apply
to our annual report on Form 10-KSB for the fiscal year ending on December 31,
2007, however the independent public accountants’ report will not be required
until the following year. We have experienced certain problems with our internal
controls and reporting systems in the past.




Our
management may not conclude that our internal controls over financial reporting
are effective. Any failure to implement effective controls, or difficulties
encountered in their implementation, could harm our operating results or cause
us to fail to meet our reporting obligations. Moreover, even if our management
does conclude that our internal controls over financial reporting are effective,
if our independent registered public accountants are not satisfied with our
internal control structure and procedures, the level at which our internal
controls are documented, designed, operated or reviewed, or if the independent
registered public accountants interpret the requirements, rules or regulations
differently from us, they may not concur with our management’s assessment or may
not issue a report that is unqualified. Any of these possible outcomes could
result in an adverse reaction in the financial marketplace due to a loss of
investor confidence in the reliability of our financial statements, which could
lead to a decline in the market price of our shares.




Concentration
of ownership among our directors, executive officers and principal shareholders
may prevent new investors from influencing significant corporate
decisions.




Based
upon beneficial ownership as of March 30, 2008, our directors, executive
officers and holders of more than 5% of our common stock, alone or together with
their affiliates own, in the aggregate, approximately 86 % of our outstanding
shares of common stock. As a result, these shareholders, will be able to
exercise a controlling influence over matters requiring shareholder approval,
including the election of directors and approval of significant corporate
transactions, and will have significant control over our management and
policies. Some of these persons or entities may have interests that are
different from yours. For example, these shareholders may support proposals and
actions with which you may disagree or which are not in your interests. The
concentration of ownership could delay or prevent a change in control of our
company or otherwise discourage a potential acquirer from attempting to obtain
control of our company, which in turn could reduce the price of our common
stock. In addition, these shareholders, some of whom have representatives
sitting on our Board of Directors, could use their voting influence to maintain
our existing management and directors in office, delay or prevent changes of
control of our company, or support or reject other management and board
proposals that are subject to stockholder approval, such as amendments to our
employee stock plans and approvals of significant financing
transactions.





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 Index




We
will need to hire additional employees as the number of technologies in which we
have an interest increases.




We
anticipate that it will be necessary for us to add employees with technology and
management experience as well as support staff to accommodate the increasing
number of technologies we acquire. We may also need to provide additional
scientific, business, accounting, legal or investment training for our hires.
There is competition for highly qualified personnel, and we may not be
successful in our efforts to recruit and retain highly qualified
personnel.




We
do not intend to pay dividends for the foreseeable future.




We
currently intend to retain future earnings, if any, to support the development
and expansion of our business and do not anticipate paying cash dividends in the
foreseeable future. Our payment of any future dividends will be at the
discretion of our Board of Directors after taking into account various factors,
including but not limited to our financial condition, operating results, cash
needs, growth plans and the terms of any credit or other agreements that we may
be a party to at the time. Accordingly, investors must rely on sales of their
common stock after price appreciation, which may never occur, as the only way to
realize their investment.




We
may conduct further offerings in the future, in which case your percentage
interest in our Company will be diluted.




Since
inception, we have relied on sales of our common stock to fund our operations.
We may conduct further offerings in the future to finance our current projects
or to finance subsequent projects that we decide to undertake. If common stock
is issued in return for additional funds, the price per share could be lower
than that paid by our current shareholders. We anticipate continuing to rely on
equity sales of our common stock in order to fund our business operations. If we
issue additional stock, your percentage interest in us will be diluted and the
value of your stock could be reduced.




We
may issue preferred stock which may have greater rights than our common
stock.




We are
permitted in our Certificate of Incorporation to issue up to 10,000,000 shares
of preferred stock. Currently no preferred shares are issued and outstanding;
however, we can issue shares of our preferred stock in one or more series and
can set the terms of the preferred stock without seeking any further approval
from our common shareholders. Any preferred stock that we issue may rank ahead
of our common stock in terms of dividend priority or liquidation premiums and
may have greater voting rights than our common stock. In addition, such
preferred stock may contain provisions allowing it to be converted into shares
of common stock, which could dilute the value of common stock to current
shareholders and could adversely affect the market price, if any, of our common
stock.




Our
common stock is a “penny stock,” and because “penny stock” rules will apply, you
may find it difficult to sell the shares of our common stock you acquired in
this offering.





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 Index




Our
common stock is a “penny stock” as that term is defined under Rule 3a51-1 of the
Securities Exchange Act of 1934. Generally, a “penny stock” is a common stock
that is not listed on a securities exchange and trades for less than $5.00 a
share. Prices often are not available to buyers and sellers and the market for
penny stocks may be very limited. Penny stocks in start-up companies are among
the riskiest equity investments. Broker-dealers who sell penny stocks must
provide purchasers of these stocks with a standardized risk-disclosure document
prepared by the SEC. The document provides information about penny stocks and
the nature and level of risks involved in investing in the penny stock market. A
broker must also give a purchaser, orally or in writing, bid and offer
quotations and information regarding broker and salesperson compensation, make a
written determination that the penny stock is a suitable investment for the
purchaser, and obtain the purchaser’s written agreement to the purchase. Many
brokers choose not to participate in penny stocktransactions. Because of
the penny stock rules, there is less trading activity in penny stocks and you
are likely to have difficulty selling your shares.




Because
our business assets, directors, and officers are located outside of the United
States, our shareholders may be limited in their ability to enforce civil
actions against our assets or our directors and officers.




We are
incorporated under the laws of Delaware but, because we are headquartered in
Hungary, all of our officers reside in Hungary. Of our Board of Directors one
resides in Hungary and one in the United States. Therefore our shareholders may
have difficulty enforcing civil liabilities under the U.S. federal securities
laws against our officers and directors. Because some of our assets are located
outside the U.S., it may be difficult for an investor to succeed in an action,
for any reason, against us or any of our directors or officers through U.S.
jurisdictions. If an investor was able to obtain a judgment against us or any of
our directors or officers in a U.S. court based on U.S. securities or other
laws, it may be difficult to enforce such judgment in Hungary. We are uncertain
as to the enforceability, in original actions in Hungarian courts, of liability
based upon the U.S. federal securities laws and as to the enforceability in
Hungarian courts of judgments of U.S. courts obtained in actions based upon the
civil liability provisions of the U.S. federal securities laws.




Our
compliance with changing laws and rules regarding corporate governance and
public disclosure may result in additional expenses to us which, in turn, may
adversely affect our ability to continue our operations.




Keeping
abreast of, and in compliance with, changing laws, regulations and standards
relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever
approved for listing on either NASDAQ or a registered exchange, NASDAQ and stock
exchange rules, will require an increased amount of management attention and
external resources. We intend to continue to invest all reasonably necessary
resources to comply with evolving standards, which may result in increased
general and administrative expenses and a diversion of management time and
attention from revenue-generating activities to compliance activities. This
could have a materially adverse effect on our ongoing operations.




ITEM 2.
            DESCRIPTION
      OF PROPERTY




The
Company’s principal executive offices are located at Soroksari ut 94-96,
Budapest, Hungary. The offices are leased on a monthly basis for a fee of
$1,300. The premises consist of approximately 1,000 square feet of
space.




ITEM 3.
            LEGAL
      PROCEEDINGS




There are
no legal proceedings against the company. We are not aware of any threatened or
pending legal proceedings against the company.




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




None.





20
 Index




PART
II




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




Safe
Harbor for Forward-Looking Statements




When used
in this report, the words “may,” “will,” “expect,”
“anticipate,”  “continue,” “estimate,” “project,” “intend,” and
similar expressions are intended to identify forward-looking statements within
the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the
Securities Exchange Act of 1934 regarding events, conditions, and financial
trends that may affect the Company’s future plans of operations, business
strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking statements are not
guarantees of future performance and are subject to risks and uncertainties and
that actual results may differ materially from those included within the
forward-looking statements as a result of various factors.  Such
factors are discussed further elsewhere in this annual report and also include
general economic factors and conditions that may directly or indirectly impact
our financial condition or results of operations.




Market
Information




The
Company’s common stock is listed on the OTC Bulletin Board (OTCBB) in the United
States under the symbol “PWRV.”  Our common
began trading on the OTC Bulletin Board on February 21, 2008.  There
was no trading activity of our common stock prior to February 21,
1008.  Trading in our common stock has been limited and sporadic. The
following table shows the range of high and low bid quotations reported by OTCBB
in each fiscal quarter from January 1, 2006 to December 31, 2007. The OTCBB
quotations below reflect inter-dealer prices without retail mark-up, mark-down
or commission and may not represent actual transactions.







High
            
            
            LowFiscal
      2006Quarter
      Ended March 31, 2006
            
            
            -
            
            
            
            -Quarter
      Ended June 30, 2006
            
            
            -
            
            
            
            -Quarter
      ended September 30, 2006
            
            
            -
            
            
            
            -Quarter
      ended December 31, 2006
            
            
            -
            
            
            
            -Fiscal
      2007Quarter
      Ended March 31, 2007
            
            
            -
            
            
            
            -Quarter
      Ended June 30, 2007
            
            
            -
            
            
            
            -Quarter
      ended September 30, 2007
            
            
            -
            
            
            
            -Quarter
      ended December 31, 2007
            
            
            -
            
            
            
            -






Holders




As of
March 28, 2008, the Company had 41,197,500 shares of its common stock
$0.0001 par value outstanding, which were owned by 67 shareholders of
record.







Transfer
Agent




Our
transfer agent is Fidelity Transfer Company, 8915 S. 700 E. Suite 102, Sandy, UT
84070. Our transfer agent’s telephone number is (801) 562-1300.





21
 Index




Dividend
Policy




We have
not declared any dividends on our common stock since inception and do not intend
to pay dividends on our common stock in the foreseeable future.




Authorization
of Securities for Issuance Under Equity Compensation Plans




None.




Recent
Sales of Unregistered Securities




On
February 18, 2008, the Company consummated a private placement (the “Private
Placement”) of 32,500 shares of its common stock to four investors for an
aggregate purchase price of $105,625.  The shares of common stock were
sold to non-US Persons in reliance on the exemptions from the registration
requirements of the Securities Act provided by the provisions of Regulation S as
promulgated under the Securities Act. Proceeds from the offering are used for
general corporate expenses.




Issuer
Purchases Of Equity Securities




None.




ITEM 6.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS




This
report contains forward-looking statements within the meaning of the federal
securities laws. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “Company
believes,” “management believes” and similar language. The forward-looking
statements are based on the current expectations of the Company and are subject
to certain risks, uncertainties and assumptions, including those set forth in
the discussion under “Description of Business” and “Management’s Discussion and
Analysis or Plan of Operation”. The actual results may differ materially from
results anticipated in these forward-looking statements. We base the
forward-looking statements on information currently available to us, and we
assume no obligation to update them.




Plan
of Operation





Since
inception through December 31, 2007, we had a deficit accumulated during the
development stage of $2,027,572 and net cash used in operations of
$720,892. To date all of our funding has been provided through sale of our
common stock.  We believe that the recent funding from the private
placement of the Company’s common shares will allow us to continue operations
and execute our business plan into 2008.  Should the need arise, we
plan to raise additional funds, both from U.S. and international
investors. We believe that the technologies we currently have under
management, many of which are environmentally friendly, green technologies, will
prove attractive to both private and institutional investors, making fund
raising a less strenuous process than it was before. We also believe that as the
only Hungarian public (or private) company that is actively engaged in Hungarian
intellectual property acquisition and commercialization, we are an even more
attractive investment opportunity.




If
needed, we will raise additional capital in a manner that is the least dilutive
to our shareholders yet at the same time serves our development and operating
needs. We anticipate no more than three additional fund raising round in 2008,
after which we hope to rely solely on income generated from our technologies
under management. We believe 2008 will result in a number of licensing
opportunities and revenue generating opportunities from the deployment of our
technologies on the international market. Foremost of these opportunities is
RiverPower, FireSAFE and our PVC shielded electric cable recycling technologies.
We also anticipate our investment in in4 Ltd to start generating funds toward
the end of 2008.





22
 Index


FireSAFE
is mature and can be deployed now; the PVC cable recycling technology is mature
and can be deployed now; while RiverPower will see the first energy generating
installation completed in the second half of 2008.


Even
though we believe our public status will allow us to raise additional capital,
if needed, no assurance can be given that we can in fact obtain additional
working capital, or if obtained, that such funding will not cause substantial
dilution to shareholders of the Company. If we are unable to raise additional
funds, we may be forced to change or delay our contemplated marketing
and business plan.




In the
first half of 2008 we anticipate spending approximately $160,000 on general
administrative expenses, $75,000 on legal, accounting and compliance related
expenses, $50,000 on continued development of our RiverPower technology,
$100,000 on developing the ‘Kalmar’ acquisitions (FireSAFE, Technology for
utilizing Communal Waste as a concrete additive and Technology for PVC shielded
electric cable recycling), and $150,000 on our in4 investment. We also
anticipate spending approximately $50,000 on patenting.




We have
commitments for the continued financing of our in4, Kft development in the
amount of HUF 48,000,000 (approximately US$270,000) through May 31,
2009.  Of this amount HUF 17,700,000 (approximately US$96,000) has
already been provided. We also have ongoing lease obligations for company cars
in the amount of approximately US$5,000 per month.




We also
have an outstanding note in the amount of $250,000 payable to Mary Passalaqua,
our former President and CEO.  This note, which bears interest at the
U.S. prime rate and is due and payable April 5, 2008, was issued immediately
prior to the reverse merger and assumed by us in connection with the reverse
merger. The note was recorded by us as additional compensation to Ms.
Passalaqua.  Such compensation is reflected in our condensed balance sheet
as the accumulated deficit of the Company, and will not be reflected in our
statement of operations, as such compensation expense was structured as an
expense prior to our recapitalization.  In the event that we raise in
excess of $3,000,000 dollars in capital the note is payable
immediately.




In
October 2007 we entered into restricted stock agreements with certain of our
employees, pursuant to which we granted a total of 1,036,000 shares of
restricted common stock.  The shares will vest in installments, with
all shares vesting by the end of 2008.  We estimate the total fair
value of these share issuances is approximately $2.6 million, of which
approximately $834,000 will be recognized as an expense in the last quarter of
2007 and approximately $1,755,000 of which will be recognized as an expense in
2008.




Being a
development stage company, we are subject to all the risks inherent in the
establishment of a new enterprise and the marketing and manufacturing of new
products, many of which risks are beyond the control of the Company. Many of our
technologies are in the preliminary development stage. While international
patent searches have been conducted to verify the patentability of these
technologies, many of the actual patents are still being prepared. As of this
writing we have filed patents, initially in Hungary with PCT applications to
fallow) for our RiverPower technology (2 applications); FireSAFE technology (1
application); Desalination technology (1 application); PVC shielded electric
cable recycling technology (1 patent); communal waste additive to concrete
technology (1 patent) and a biodegradable deicing solution (1 patent). All other
patents relating to additional properties we own are currently being prepared.
We anticipate filings to take place on a continuous basis, with completion
expected by the end of second quarter of, 2008.




Over the
course of the next 12 months we plan to focus on four primary technologies in
order to become cash flow positive: RiverPower, FireSAFE, PVC shielded cable
recycling and our investment in in4 Ltd. We anticipate completing a full scale
version of our RiverPower device, complete with a power generating electrical
generator. We also anticipate bringing to market, and deriving revenue from, our
FireSAFE and PVC shielded cable recycling technologies. We also anticipate
bringing all other Kalmar acquisition technologies to the patent pending stage
in the next six months. We hope to sign licensing deals for a number of these
technologies in 2008. Revenue generated, if and when available, will be used for
the continued marketing effort of these technologies.





23
 Index





Although
we see our position and the strength of the technologies we acquired as
formidable, there can be no assurance that any of the possibilities discussed
above will materialize. If we are unable to derive revenue from our technologies
within the next 12 months we will be required to raise additional capital to
support our operations until such time when we can maintain operations from
income.





We don’t
anticipate making any substantial equipment purchase or increasing our work
force in the foreseeable future.




All of
the factors discussed above raise substantial doubt about our ability to
continue as a going concern. The condensed consolidated financial statements
included elsewhere in this prospectus do not include any adjustments relating to
the recoverability of recorded asset amounts that might be necessary as a result
of the above uncertainty.




2007 Overview
and Financial Results




The
high-technology development and commercialisation industry remains challenging
in North America and Europe, with continued market share pressures concentrated
in the U.S. While our transition from a private company to a public one
following our reverse merger significantly increased our compliance related
financial burden, it also provided us with opportunities to seek financing for
the execution of our business plan. Based on this financing we were able to
significantly increase our technology acquisition and development footprint, and
lay the foundation of fully executing our business strategy beginning in 2008
and 2009.




Debt
and Capital Structure




Future
maturities of the Company’s debt are as follows: 2008 — $250,000. The
Company continues to explore opportunities to enhance liquidity, improve
financial flexibility and reduce the long term costs of capital.




Critical
Accounting Estimates




The
consolidated financial statements accompanying this Annual Report on
Form 10-KSB have been prepared in conformity with accounting principles
generally accepted in the United States and, accordingly, the Company’s
accounting policies have been disclosed in Note 2 to the consolidated
financial statements.




When more
than one accounting principle, or the method of its application, is generally
accepted, management selects the principle or method that it considers to be the
most appropriate given the specific circumstances. Application of these
accounting principles requires the Company’s management to make estimates about
the future resolution of existing uncertainties. Estimates are typically based
upon historical experience, current trends, contractual documentation, and other
information, as appropriate. Due to the inherent uncertainty involving
estimates, actual results reported in the future may differ from those
estimates. In preparing these financial statements, management has made its best
estimates and judgments of the amounts and disclosures included in the financial
statements.




Environmental
Matters




The
Company is subject to the requirements of federal, state, local and foreign
environmental and occupational safety and health laws and regulations. These
include laws regulating air emissions and water discharge. The Company is also
subject to environmental laws requiring the Company to obtain licenses for a
number of technologies currently undergoing development. Such licenses are
needed for field testing of the Company’s RiverPower, FireSAFE, PVC Cable
recycling and Red Mud Neutralization technologies.




During
2007, the Company did not make any material capital expenditures relating to
environmental compliance.





24
 Index




Income
Taxes




The
Company accounts for income taxes in accordance with SFAS No. 109,
“Accounting for Income Taxes”. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The Company records a
valuation allowance on deferred tax assets by tax jurisdiction when it is more
likely than not that such assets will not be realized. Management judgment is
required in determining the Company’s valuation allowance on deferred tax
assets.




Results
of Operations




Revenue




For the
year ended December 31, 2007, we had $0 revenue as compared the $0 revenue in
the same period in the previous year. The Company is still focused on product
development. First revenues are expected to occur in 2008.




General,
selling and administrative expenses




For the
years ended December 31, 2007 general, selling and administrative expenses were
$1,805,366 as compared to $31,067 for the year ended December 31, 2006. The
increase in general, selling and administrative expenses of $1,494,932 are
attributable to the additional staff/consultants (legal, audit), the cost of the
reverse merger, technology development and acquisition and increased
administrative and operating expenses. During 2007 the company hired four
employees to expand its work force, including a Chief Financial Officer, a Chief
Accounting Officer, a Chief Technology Officer. In addition to these a
Technology Assistant was also hired to aid in managing the technology portfolio
of the company. On a going forward basis, the company anticipates adding
additional employees on an as needed basis.




Inflation
and foreign currency




The
Company maintains its books in local currency: US Dollars for the parent holding
Company in the United States of America and Hungarian Forint for Vidatech in
Hungary.




The
Company’s operations are primary outside of the United States through its wholly
owned subsidiary. As a result, fluctuations in currency exchange rates may
significantly affect the Company’s sales, profitability and financial position
when the foreign currencies, primarily the Hungarian Forint, of its
international operations are translated into U.S. dollars for financial
reporting. In additional, we are also subject to currency fluctuation risk with
respect to certain foreign currency denominated receivables and payables.
Although the Company cannot predict the extent to which currency fluctuations
may or will affect the Company’s business and financial position, there is a
risk that such fluctuations will have an adverse impact on the Company’s sales,
profits and financial position. Because differing portions of our revenues and
costs are denominated in foreign currency, movements could impact our margins
by, for example, decreasing our foreign revenues when the dollar strengthens and
not correspondingly decreasing our expenses. The Company does not currently
hedge its currency exposure. In the future, we may engage in hedging
transactions to mitigate foreign exchange risk.




The
translation of the Company’s subsidiaries forint denominated balance sheets into
U.S. Dollars, as of December 31, 2007, has been affected by the weakening of the
U.S. Dollar against the Hungarian Forint from 191.62 HUF/USD as of December 31,
2006, to 172.82 HUF/USD as of December 31, 2007, an approximate 10% depreciation
in value. The average Hungarian Forint/U.S. Dollar exchange rates used for the
translation of the subsidiaries forint denominated statements of operations into
U.S. dollars, for the years ended December 31, 2007 and 2006 were 184.66 and
207.99, respectively.





25
 Index




Liquidity




The
Company’s cash and liquidity needs are impacted by research and development
expenses, legal, accounting and regulatory filing expenses and operating
expenses. At the current rate monthly expenditures, including operating expenses
and technology management account for approximately $40,000.




Cash
and Equivalents




As of
December 31, 2007 and 2006, consolidated cash and equivalent
balances totalled $182,780 and $28,735, respectively. As of December 31,
2007 approximately 59% of the Company’s cash balance is located in
jurisdictions outside of the U.S. The Company’s ability to efficiently
access cash balances in foreign jurisdictions is subject to local regulatory and
statutory requirements.




Cash
Flows




Sale of
common stock. To date all of the Company’s operations have been financed through
the sale of common stock. It is anticipated that this trend will continue for at
least an additional twelve months before operating expenses can be fully or
partially by financed from operating activities.




Other
Debt and Capital Structure




Other
Debt




Additional
information related to the Company’s other debt and related agreements is set
forth in Note 8 “Note Payable” and Note 9 “Capital lease payable” to the
consolidated financial statements which are included in this Annual Report on
Form 10-KSB.




Off-Balance
Sheet Arrangements




None.




Recent
Accounting Pronouncements




In July
2006, the FASB issued Interpretation (FIN) No. 48, Accounting for
Uncertainty in Income Taxes — an interpretation of FASB Statement
No. 109, which clarifies the accounting for uncertainty in income taxes
recognized in a company’s financial statements in accordance with
SFAS No. 109. FIN No. 48 prescribes a recognition threshold and
measurement attribute for financial statement disclosure of tax positions taken
or expected to be taken on a tax return. FIN No. 48 is effective for the
Company beginning in January 1, 2007.  The adoption of FIN 48 did not
have a significant impact on the Company’s consolidated financial position,
results of operation or cash flows.




In
September 2006, the FASB issued SFAS 157, Fair Value Measurement. The new
standard applies whenever other standards require or permit assets or
liabilities to be measured at fair value. This Statement defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurements. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Company does not
believe that the adoption of SFAS 157 will have a material impact on its
consolidated financial position, results of operation or cash
flows.





26
 Index




In
September 2006, the staff of the SEC issued Staff Accounting Bulletin (“SAB”)
No. 108, which provides interpretive guidance on how the effects of the
carryover or reversal of prior year misstatements should be considered in
quantifying a current year misstatement. SAB 108 becomes effective in fiscal
2007. Adoption of SAB 108 did not have a material impact on the Company’s
consolidated financial position, results of operations or cash
flows.




In
February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115”, which permits entities to choose to measure many financial instruments and
certain other items at fair value. The fair value option established by this
Statement permits all entities to choose to measure eligible items at fair value
at specified election dates. A business entity shall report unrealized gains and
losses on items for which the fair value option has been elected in earnings at
each subsequent reporting date. Adoption is required for fiscal years beginning
after November 15, 2007. Early adoption is permitted as of the beginning of a
fiscal year that begins on or before November 15, 2007, provided the entity also
elects to apply the provisions of SFAS Statement No. 157, Fair Value
Measurements. The Company is currently evaluating the expected effect of SFAS
159 on its consolidated financial statements and is currently not yet in a
position to determine such effects.




In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS
141(R)”). SFAS 141(R) replaces SFAS No. 141, “Business Combinations”, but
retains the requirement that the purchase method of accounting for acquisitions
be used for all business combinations. SFAS 141(R) expands on the disclosures
previously required by SFAS 141, better defines the acquirer and the acquisition
date in a business combination, and establishes principles for recognizing and
measuring the assets acquired (including goodwill), the liabilities assumed and
any non-controlling interests in the acquired business. SFAS 141(R) also
requires an acquirer to record an adjustment to income tax expense for changes
in valuation allowances or uncertain tax positions related to acquired
businesses. SFAS 141(R) is effective for all business combinations with an
acquisition date in the first annual period following December 15, 2008; early
adoption is not permitted. We will adopt this statement as of January 1, 2009.
The impact of SFAS 141(R) will have on our consolidated financial statements
will depend on the nature and size of acquisitions we complete after we adopt
SFAS 141(R).




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160). SFAS
160 requires that non-controlling (or minority) interests in subsidiaries be
reported in the equity section of the company’s balance sheet, rather than in a
mezzanine section of the balance sheet between liabilities and equity. SFAS 160
also changes the manner in which the net income of the subsidiary is reported
and disclosed in the controlling company’s income statement. SFAS 160 also
establishes guidelines for accounting for changes in ownership percentages and
for deconsolidation. SFAS 160 is effective for financial statements for fiscal
years beginning on or after December 1, 2008 and interim periods within those
years. The adoption of SFAS 160 is not expected to have a material impact on our
financial position, results of operations or cash flows.




ITEM 7.
            FINANCIAL
      STATEMENTS




Reference
is made to the Consolidated Financial Statements of the Company, beginning with
the index thereto on page F-1.




ITEM 8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




On
February 19, 2008, the Company, on the recommendation of its board of directors,
dismissed Marcum & Kliegman LLP (“M&K”) as its independent registered
public accounting firm.




M&K
did not issue any audit reports on the financial statements of the Company
during its engagement.





27
 Index




For the
fiscal years ended December 31, 2007 and 2006 and through the date of this
Current Report, there were no disagreements between the Company and M&K on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of M&K, would have caused M&K to make
reference to the subject matter of the disagreement in their reports on the
Company’s financial statements for such years. None of the “reportable events”
described under Item 304(a)(1)(iv) of Regulation S-B occurred within the period
from August 15, 2007 through February 19, 2008 or through the date of this
report.




The
Company requested that M&K furnish it with a letter addressed to
the Securities and Exchange Commission confirming its dismissal by the
Company and whether or not it agrees with the statements made by the Company in
its Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on February 28, 2008. A copy of the letter furnished by M&K in
response to that request, dated February 28, 2008, is filed as Exhibit 16.1 to
the said Form 8-K/A.




On
February 18, 2008, BDO Kontroll (“BDO”), was engaged as the Company’s
independent certified accountants. BDO was previously engaged as the independent
certified accountants for Vidatech Kft., the Company’s wholly-owned subsidiary,
during the period from April 26, 2006 (Inception) to December 31, 2006 and the
interim period from January 1, 2007 to April 10, 2007 (on which date the Company
acquired all of the issued and outstanding equity interest of Vidatech). During
the period from August 15, 2007  through February 19, 2008, and
through the date of the M&K’s engagement, we did not consult with BDO
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-B.




ITEM 8A(T).
            CONTROLS
      AND PROCEDURES




Disclosure
Controls and Procedures




Based on
their evaluation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) as of December 31, 2007, our principal executive
officer and principal financial officer have concluded that our disclosure
controls and procedures are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the SEC’s rules and forms and is accumulated and communicated to the
company’s management, as appropriate, to allow timely decisions regarding
required disclosure, and are operating in an effective manner.




As of
December 31, 2007, we carried out an evaluation, under the supervision and with
the participation of our principal executive officer and our principal financial
officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this report.




Management’s
Annual Report on Internal Control Over Financial Reporting




Our
management is also responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f) and 15d-15(f). The Company’s internal control over financial
reporting is designed 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.




Our
internal control over financial reporting includes those policies and procedures
that:



            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;




28
 Index





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





            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our 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. 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. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.




Changes
in Internal Control Over Financial Reporting




There
were no changes in internal controls over financial reporting that occurred
during 2007 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial
reporting.




ITEM 8B.
            OTHER
      INFORMATION




2007
Annual Base Salary Rates




On
October 25 2007, the Board of Directors approved annual base salary rates
for the following executives:





2007
      Annual BaseName
      and Position
            
            Salary
      RateViktor
      Rozsnyay
            
            $
            12,000Chairman,
      President and Chief Executive OfficerDaniel
      Kun, Jr.
            
            $
            13,000Vice
      PresidentIldiko
      Rozsa
            
            $
            23,000Chief
      Financial OfficerMihaly
      Zala
            
            $
            36,000Chief
      Technology OfficerSzilvia
      Toth
            
            
            38,000Chief
      Accounting Officer




29
 Index




Executive
Officer Appointment




On
October 24, 2007, the Board of Directors of the Company appointed Mr.
Daniel Kun, Jr. to serve as Vice President of the Company. In connection with
his appointment, the Company granted 250,000 restricted stock units to
Mr. Kun, vesting in equal installments on a quarterly basis up to December
31, 2008.




On the
same day the Board of Directors of the Company appointed Mrs. Ildiko Rozsa to
serve as Chief Financial Officer of the Company. In connection with her
appointment, the Company granted 250,000 restricted stock units to Mrs. Rozsa,
of which 100,000 shares vested immediately with the remaining shares vesting in
equal installments on a quarterly basis up to December 31, 2008.




On the
same day the Board of Directors of the Company appointed Ms. Szilvia Toth to
serve as Chief Accounting Officer of the Company. In connection with her
appointment, the Company granted 100,000 restricted stock units to Ms. Toth, of
which 50,000 shares vested immediately with the remaining shares vesting in
equal installments on a quarterly basis up to December 31, 2008.




On August
24, 2007, the Board of Directors of the Company appointed Mr. Mihaly Zala
to serve as Chief Technology Officer of the Company. In connection with his
appointment, the Company granted 150,000 restricted stock units to
Mr. Zala, vesting on a quarterly basis up to December 31,
2008.




PART
III




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




The table
below sets forth the names and ages of our directors and executive officers as
of February 1, 2008:





Name
            Age
            PositionViktor
      Rozsnyay
            37
            Chairman
      of the Board, President & Chief Executive OfficerDaniel
      Kun, Jr.
            33
            Vice
      PresidentIldiko
      Rozsa
            33
            Chief
      Financial OfficerMihaly
      Zala
            52
            Chief
      Technology OfficerSzilvia
      Toth
            27
            Chief
      Accounting OfficerEugene
      L. Guhne
            43
            Member
      of the Board of Directors







Viktor Rozsnyayhas served as
the Chairman, President & Chief Executive Officer of the Company since April
5, 2007. From April 2006 to present, Mr. Rozsnyay has been a Manager of Vidatech
Kft., a Hungarian company focused on the acquisition of technologies developed
in Hungary, of which he was a founder; Vidatech is now our wholly owned
Hungarian subsidiary. From 2004 to 2006 Mr. Rozsnyay was engaged in researching
and establishing the foundation of Vidatech. From 2001 to 2004, he was the
Founder and Chief Operating Officer of 10Charge, Inc., an ISSO R&D spin-off
company formed to commercialize 10 minute battery charging technology, a product
Mr. Rozsnyay and his former partners invented and patented. Prior thereto, Mr.
Rozsnyay was the Founder and Managing Director of ISSO R&D Kft., an
aerospace research company based in the Republic of Hungary, pursuing advanced
aerospace propulsion research. Mr. Rozsnyay attended the Jozsef Katona Technical
College in Budapest, graduating in 1989.





30
 Index




Daniel Kun, Jr.has served as
the Vice President of the Company since October 24, 2007. In April 2006 Mr. Kun
co-founded Vidatech Kft. and since its establishment has acted as Vidatech’s
Managing Director.  Vidatech is now our wholly owned Hungarian
subsidiary. Since 1996 Mr. Kun has been a part owner of Lira Kft., a Hungarian
company involved in building engineering and heating installations throughout
Hungary. From March 2000 to April 2006, he also acted as Managing Director of
Lira Kft. Mr. Kun attended the Istvan Vagi Technical College in Budapest,
graduating in 1992. Subsequently, Mr. Kun attended the Sligo Regional Technical
Colleague in Ireland studying international business and marketing from
1994-1995. Mr. Kun is a certified TUV ISO auditor.




Ildiko Rozsa has served as the
Chief Financial Officer of the Company since October 24, 2007.  Mrs.
Rozsa is a qualified statutory accountant, currently completing her PhD studies
at the Budapest Technical and Economic University in Business Science. Ms. Rozsa
graduated at the College of Finance and Accountancy, later obtaining her
mastered degree (MBA) at the Budapest University of Economics. From 1995 through
1996 she was audit assistant at Price Waterhouse’s Budapest Audit Department,
where she gained experience in IAS and HAS audits. From 1997 through 2002 Ms.
Rozsa was Finance and Accounting Director at Vivendi Telecom Hungary. Ms.
Rozsa was responsible for the production of Vivendi Group Consolidated Financial
Statements for 23 companies including foreign companies in accordance with IFRS,
US GAAP and the related statutory requirements; definition of the accounting
policy and procedures of the group, and controlling of their application.
Management of the related audits and Managing the Accounting Department, the
Reporting and Consolidation Department and the Payroll Department of Vivendi
Group which consists of approximately 60 persons. From 2002 through 2004 Ms.
Rozsa  was Chief Financial Officer at Bacardi-Martini Hungary Kft.,
where she was responsible for Managing the finance and administration team of
the company. Responsible for financial, accounting, controlling, IT, customs and
payroll activities. In 2004 she founded and became Managing Director, RIBZ
Consulting where she works for multinational clients on IFRS and US GAAP
projects, on privatization engagements. Ildiko is a tutor at the Budapest
Technical University, Economic Faculty.




Mihaly Zalahas served as the
Chief Technology Officer of the Company since August 24, 2007.  Mr.
Zala has a background in business, technology and management that spans over
thirty five years. Since 2005, Mr. Zala has been managing his own company, Zala
Project Builder Ltd. where he manages real estate projects including Gizella
Mill, a Casino and exhibition space in Erzsébet Square. From 1998 to
2005 Mr. Zala was an investor, planner, technical controller
and project manager at LAVINA Construction and Installation Co. Ltd. Prior
to that, from 1987 to 1998 he was planner, technical controller
and project manager at the Hungarian Post Office, Bureau for Planning and
Investment and MATÁV Rt., Bureau for Telecommunication Investment. Mr.
Zala holds an electrical engineering degree from the Budapest University of
Technology, Faculty of Electric Engineering.




Szilvia Toth has served as the
Chief Accounting Officer of the Company since October 24, 2007.Ms. Toth graduated in
2004 from the College of Finance and Accountancy in Budapest as an Economist on
Accountancy. After a short professional practice in 2005 she worked at DHL
Express Hungary Kft. as an accountant for different territories (posting of
creditors, bank statements and taxes). Following her DHL tenure from 2005 to
2006 Ms. Toth worked at TMF Hungary Kft., an international accounting firm. From
2006 to 2007 Ms. Toth worked at BDO Forte AccRoll Kft., where her
responsibilities included full scale bookkeeping including preparing of
financial statements, reports, tax-returns, etc. of Hungarian and foreign
companies.




Eugene L. Guhnehas served as
a member of the Board of Directors of the Company since March 4,
2008.  Mr. Guhne joined the Company on April 26, 2007 when he was
appointed to serve as a member of our Advisory Board. Mr. Guhne has served as a
Vice President, Sales of Ultimate Software, Inc. (NASDAQ:ULTI) since November
1999. From February 1998 to November 1999, Mr. Guhne served as Director of
Sales, Mid-Atlantic Division of Ultimate Software, Inc. Prior to joining
Ultimate Software, Inc., from 1992 to 1998, Mr. Guhne was the President of The
Ultimate Software Group of the Carolinas, Inc. and the Vice President of The
Ultimate Group of Virginia, Inc., a reseller of Ultimate Software which was
acquired by it in March 1998. From 1987 to 1992, Mr. Guhne served in various
positions at ADP, where his most recent position was Director of Sales. Mr.
Guhne is a shareholder and Director of the Company.





31
 Index




Family
Relationships




There are
no family relationships between any of directors or executive
officers.




Audit
Committee




Currently,
our entire board of directors serves as our audit committee. Because of the
small size of the Company and the risk attendant to a small public company, we
are currently unable to attract an audit committee financial expert to our Board
of Directors.





Code
of Ethics





We have a
Code of Ethics that applies to all of our officers, directors and employees,
including our principal executive officer, principal financial officer,
principal accounting officer and controller, and others performing similar
functions.




Changes
in Director Nomination Process for Stockholders




None.




Compliance
With Section 16 (A) of the Exchange Act




Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to us
pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 during our
most recent fiscal year and Forms 5 and amendments thereto furnished to us with
respect to our most recent fiscal year, certain officers, directors and owners
of 10% or more of our outstanding shares have not filed Forms 3, 4 and 5
required by Section 16(a) of the Securities Exchange Act of 1934, as
amended.




ITEM 10.
            EXECUTIVE
      COMPENSATION





The
following summary compensation tables set forth information concerning the
annual and long-term compensation for services in all capacities for the years
ended December 31, 2007, of those persons who were, at December 31, 2007, Power
of the Dream Ventures’ chief executive officer, chief financial officer, and
other executive officers whose 2007 compensation exceeded
$50,000.


SUMMARY
      COMPENSATION TABLEName
      and principal
              position
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            
            All
      Other
              Compensation
              ($)
            
            
            Total
      ($)Viktor
      Rozsnyay
              President
      & CEO
            2007
            
            
            3.000
            
            
            
            
            125.000
            
            
            
            
            
            
            
            
            
            128.000Daniel
      Kun
              Vice
      President
            2007
            
            
            3.250
            
            
            
            
            125.000
            
            
            
            
            
            
            
            
            
            128.250Ildiko
      Rozsa
              Chief
      Financial Officer
            2007
            
            
            5.750
            
            
            
            
            325.000
            
            
            
            
            
            
            
            
            
            330.750Mihaly
      Zala
              Chief
      Technology Officer
            2007
            
            
            9.000
            
            
            
            
            75.000
            
            
            
            
            
            
            9.900
            
            
            
            93.900Szilvia
      Toth
              Chief
      Accounting Officer
            2007
            
            
            9.500
            
            
            
            
            150.000
            
            
            
            
            
            
            
            
            
            
            159.500Total
            
            
            
            30.500
            
            
            
            
            800.000
            
            
            
            
            
            
            9.900
            
            
            
            840.400




32
 Index




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




The
following table sets forth certain information regarding beneficial ownership of
Common Stock as of March 7, 2008 by each person known to us to own beneficially
more than 5% of our Common Stock, each of our directors, each of our named
executive officers, and all executive officers and directors as a
group.  Under the SEC rules, beneficial ownership includes any shares
as to which the individual has the sole or shared voting power or investment
power. In addition, beneficial ownership includes any shares that the individual
has the right to acquire within 60 days. Unless otherwise indicated, the Company
believes that all persons named in the table below have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.





Common
      StockNumber
      of
              shares
            
            
            Percent
      of
              ClassIldiko
      Rozsa (1)
            
            
            250
      000
            
            
            
            *Szilvia
      Toth (2)
            
            
            100
      000
            
            
            
            *Mihaly
      Zala (3)
            
            
            250
      000
            
            
            
            *Gene
      Guhne (4)
            
            
            1,000,000
            
            
            
            2.43
            %Mary
      Passalaqua (5)
            
            
            2,500,000
            
            
            
            6.07
            %Daniel
      Kun, Jr. (6)
            
            
            14,030,000
            
            
            
            34.06
            %Viktor
      Rozsnyay (7)
            
            
            12,150,000
            
            
            
            29.49
            %Daniel
      Kun, Sr. (8)
            
            
            2,550,000
            
            
            
            6.19
            %Total
            
            
            32,830,000
            
            
            
            79.69
            %







·
            Less
      than 1%




(1)
      Address is 1066 Budapest, Terez Krt. 22,
Hungary




(2)
      Address is 1095Budapest, Kalman Imre u. 22 II/6,
  Hungary




(3)
      Address is 1163 Budapest, Kerepesi u. 190,
  Hungary




(4)
      Address is 585 Cross Creek Tr. Gibsonville, NC
  27249




(5)
      Address is 7325 Oswego Road, Suite D, Liverpool, New York,
      13090




(6)
      Address is 1037 Budapest, Perenyi u 16/B,
  Hungary




(7)
      Address is 1112 Budapest, Koerberki ut 1037 Hrsz,
  Hungary




(8)
      Address is 1037 Budapest, Perenyi u 16/B,
  Hungary






ITEM 12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE




There has
not been since January 1, 2007 nor is there currently pending any transaction or
series of similar transactions to which we were or are to be a party in which
the amount involved exceeded $120,000 and in which any director, executive
officer, holder of more than 5% of our common stock or any member of the
immediate family of any of these persons had or will have a direct or indirect
material interest.





33
 Index




ITEM 13.
            EXHIBITS








Exhibit
              No.
            
            Description of
      Exhibit.3.1
            
            Original
      Certificate of Incorporation of the Registrant, as filed with the Delaware
      Secretary of State on August 17, 2006*3.2
            
            Certificate
      of Amendment to Certificate of Incorporation of the Registrant as filed on
      April 12, 2007**3.3
            
            Bylaws
      of the Registrant*3.4
            
            Form
      of Registration Rights Agreement of the Registrant†3.5
            
            Form
      of Subscription Agreement of the
Registrant†





10.1
            
            Securities
      Exchange Agreement executed and delivered on April 10, 2007 and dated as
      of March 16, 2007 by and among Tia V, Inc., Mary Passalaqua, Vidatech Kft,
      and the equity owners of Vidatech Kft.**10.2
            
            Separation
      Agreement and Release executed and delivered on April 10, 2007 and dated
      as of April 6, 2007 by and between Tia V, Inc. and Mary
      Passalaqua**10.3
            
            Promissory
      Note in the Principal Amount of $250,000 in favor of Mary
      Passalaqua**10.4
            
            Exclusive
      Distributorship Agreement dated June 15, 2006 by and between Vidatech and
      Toth Attila, a Hungarian citizen**10.5
            
            Amendment
      No. 1 dated July 15, 2007 to Exclusive Distributorship Agreement dated
      June 15, 2006 by and between Vidatech and Toth Attila, a Hungarian
      citizen†10.6
            
            Amendment
      dated May 11, 2007 to Securities Exchange Agreement executed and delivered
      on April 10, 2007 and dated as of March 16, 2007 by and among Tia V, Inc.,
      Mary Passalaqua, Vidatech Kft., and the equity owners of Vidatech
      Kft†10.7
            
            Business
      Consulting Agreement dated April 26, 2007 between the Registrant and
      Eugene L. Guhne†10.8
            
            Business
      Consulting Agreement dated June 1, 2007 between the Registrant and Mihaly
      Zala†10.9
            
            Amendment
      No. 1dated
      June 2, 2007 to Business Consulting Agreement dated June 1, 2007 by and
      between the Registrant and Mr. Mihaly Zala†10.10
            
            Business
      Consulting Agreement dated May 29, 2007 between the Registrant and Gabor
      Kolossvary†10.11
            
            Amendment
      No. 1dated
      May 29, 2007 to Business Consulting Agreement dated June 1, 2007 by and
      between the Registrant and Mr. Gabor Kolossvary†10.12
            
            Business
      Consulting Agreement dated May 29, 2007 between the Registrant and Mr.
      Charles Machin†10.13
            
            Amendment
      No. 1dated
      May 29, 2007 to Business Consulting Agreement dated June 1, 2007 by and
      between the Registrant and Mr. Charles Machin†10.14
            
            Business
      Consulting Agreement dated June 1, 2007 between the Registrant and Dr.
      Gabor Szilágyi†10.15
            
            Amendment
      No. 1 dated June 6, 2007 to Business Consulting Agreement dated June 6,
      2007 by and between the Registrant and Dr. Gabor
  Szilágyi†10.16
            
            RiverPower
      Invention Transfer Agreement dated May 24, 2007 between Vidatech and Janos
      Salca and Viktor Salca, two Hungarian citizens.†10.17
            
            Amendment
      No. 1 dated August 1, 2007 to RiverPower Invention Transfer Agreement
      dated May 24, 2007 between Vidatech and Janos Salca and Viktor Salca, two
      Hungarian citizens.†10.18
            
            Invention
      Transfer Agreement dated August 13, 2007 between Vidatech and Imre Kalmar
      Nagy, a Hungarian citizen.†10.19
            
            Syndicate
      agreement between in4 Kft. and Vidatech, Kft.†10.20
            
            Invention
      transfer agreement between Otto Buresch and Vidatech
  Kft.†10.21
            
            Employment
      Agreement between Vidatech and Viktor Rozsnyay, dated October 24,
      2007***10.22
            
            Employment
      Agreement between Vidatech and Daniel Kun, Jr., dated October 24,
      2007***10.23
            
            Employment
      Agreement between Vidatech and Mihaly Zala, dated October 24,
      2007***10.24
            
            Employment
      Agreement between Vidatech and Szilvia Toth, dated October 24,
      2007***10.25
            
            Employment
      Agreement between Vidatech and Ildiko Rozsa, dated October 24,
      2007***10.26
            
            Form
      of Registrant’s Restricted Stock Agreement†10.28
            
            Facilities
      lease agreement between Vidatech Kft and Lira
  Kft.††




34
 Index




10.29
            
            Amendment
      to Invention Transfer Agreement between Vidatech and Imre Kalmar Nagy,
      dated November 28, 2007. †††10.30
            
            Amendment
      to Invention Transfer Agreement between Vidatech and Otto Buresch, dated
      January 16, 2008.21.1
            
            Subsidiaries
      of the Registrant†23.2
            
            Consent
      of BDO Kontroll Ltd.23.3
            
            Consent
      of Pintz and Co.†31.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
            
            Certification
      of the Chief Financial Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            
            Certification
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
            
            Certification
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.




† Filed
as an exhibit to the Registrant’s Registration Statement on Form SB-2/A, as
filed with the U.S. Securities & Exchange Commission on November 14, 2007,
and incorporated herein by reference.




†† Filed
as an exhibit to the Registrant’s Registration Statement on Form SB-2/A, as
filed with the U.S. Securities & Exchange Commission on December 21, 2007,
and incorporated herein by reference.




††† Filed
as an exhibit to the Registrant’s Registration Statement on Form SB-2/A, as
filed with the U.S. Securities & Exchange Commission on January 18, 2008,
and incorporated herein by reference.




* Filed
as an exhibit to the Registrant’s Registration Statement on Form 10S-B, as filed
with the U.S. Securities & Exchange Commission on October 31, 2006, and
incorporated herein by reference.




** Filed
as an exhibit to the Registrant’s Form 8-K Current Report, as filed with the
U.S. Securities & Exchange Commission on April 17, 2007, and incorporated
herein by reference.




*** Filed
as an exhibit to the Registrant’s Form 8-K Current Report, as filed with the
U.S. Securities & Exchange Commission on October 26, 2007, and incorporated
herein by reference.




ITEM 14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES




The
following is a summary of the fees billed to the Company by M&K and BDO
Kontroll Kft. for professional services rendered for the fiscal years ended
December 31, 2007 and 2006:





Fee
      Category
            
            Fiscal
      2007
              Fees
            
            
            Fiscal
      2006
              FeesM&K
      audit fees
            
            $
            93,816
            
            
            $
            -BDO
      Kontroll Kft. audit Fees
            
            $
            16,000
            
            
            $
            2,885Total
      Fees
            
            $
            109,816
            
            
            $
            2,885




The audit
fees consists of fees billed for professional services rendered for the audit of
the Company’s consolidated financial statements and review of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided in connection with statutory and regulatory filings
or engagements.





35
 Index




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused the Report to be signed on its behalf by the
undersigned thereunto duly authorized.






Power
      of the Dream Ventures, Inc.
              (formerly
      known as “Tia V, Inc.”)Dated:
      March 31, 2008
            By:
            /s/ 
      Viktor RozsnyayViktor
      RozsnyayPrincipal
      Executive Officer/s/
      Ildiko RozsaPrincipal
      Financial Officer




36
 Index




Index
to Financial Statements








Page
      No.Report
      of Independent Registered Public Accounting Firm
            F-1Consolidated
      Balance Sheet at December 31, 2007
            F-2Consolidated Statements of Operations
      and Comprehensive Income for the years ended December 31, 2007 and
      2006
            F-3Consolidated Statements
      of Deficiency in Stockholders’ Equity for the two years
      ended December 31, 2007
            F-4
      to F-5Consolidated Statements
      of Cash Flows for the years ended December 31, 2007 and
      2006
            F-6Notes
      to Consolidated Financial Statements
            F-7
      to F-21




37
 Index





Report of
Independent Public Accounting Firm







Board of
Directors and Stockholders




Power of
the Dream Ventures, Inc. (formerly Tia V)


(a
development stage company)




Budapest,
Hungary






We have
audited the accompanying balance sheets of Power of the Dream Ventures, Inc.
(formerly Tia V), a development stage company, as of December 31, 2007 and 2006
and the related statements of operations, stockholders’ equity, and cash flows
for each of the two years in the period then ended and the period from inception
(April 26, 2006) to 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 the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, 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 Power of the Dream Ventures, Inc.
(formerly Tia V) at December 31, 2007 and 2006, and the results of its
operations and its cash flows for each of the two years in the period then ended
and the period from inception (April 26, 2006) through December 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.




March 31,
2008






BDO
Kontroll Ltd.


MKVK
number: 000049





/s/
      Ferenc Baumgartner
            /s/
      Andras MagyFerenc
      Baumgartner
            András
      NagyGeneral
      Manager
            Registered
      Auditor




MKVK
number: 005718






The
accompanying notes are an integral part of


these
consolidated financial statements





38
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
BALANCE SHEET


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006





Amounts
in USD








December
      31,
                2007
            
            
            December
      31,
                2006ASSETSCurrent
      AssetsCash
            
            
            $
            182,780
            
            
            $
            28,735Other
      receivables
            3
            
            
            78,806
            
            
            
            34,000Receivables
      from related parties
            4
            
            
            100,000
            
            
            
            6,322Inventories
            6
            
            
            4,466
            
            
            
            4,028Total
      Current Assets
            
            
            
            366,052
            
            
            
            73,085Fixed
      assets, net
            7
            
            
            623,803
            
            
            
            12,868Deferred
      Tax Assets
            
            
            
            -
            
            
            
            5,439Total
      Assets
            
            
            $
            989,855
            
            
            $
            91,392LIABILITIESCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
            
            
            $
            117,960
            
            
            $
            12,241Capital
      leases payable, current portion
            9
            
            
            61,860
            
            
            
            -Note
      payable
            8
            
            
            250,000
            
            
            
            -Total
      Current Liabilities
            
            
            
            429,820
            
            
            
            12,241Long
      term liabilitiesCapital
      leases payable, less current portion
            9
            
            
            330,203
            
            
            
            -Total
      Long Term Liabilities
            
            
            
            330,203
            
            
            
            -Stockholders’
      EquityPreferred
      stock, $0.0001 par value, 10,000,000 shares authorized,  -0-
      issuedCommon
      stock, $.0001 par value; 250,000,000 shares authorized, 41,165,000 shares
      issued and outstanding
            10
            
            
            4,117
            
            
            
            3,330Additional
      Paid-In Capital
            
            
            
            4,446,469
            
            
            
            106,770Deficit
      accumulated during development stage
            
            
            
            (2,278,335
            )
            
            
            (35,100
            )Other
      Comprehensive Income
            
            
            
            (9,850
            )
            
            
            4,151Unearned
      Compensation
            
            
            
            (1,932,569
            )
            
            
            -Total
      Stockholders’ Equity
            
            
            
            229,832
            
            
            
            79,151Total
      liabilities and stockholders’ equity
            
            
            $
            989,855
            
            
            $
            91,392








The
accompanying notes are an integral part of


these
consolidated financial statements





39
 Index







POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENT OF OPERATIONS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006





Amounts
in USD





Notes
            
            For
      the year
                ended
                December
      31,
                2007
            
            
            For
      the year
                ended
                December
      31,
                2006
            
            
            For
      the Period from
                April
      26, 2006 (date
                of
      inception) to
                December
      31, 2007Net
      Sales
            
            
            $
            -
            
            
            $
            5,833
            
            
            $
            5,833Cost
      of Sales
            
            
            
            -
            
            
            
            (3,711
            )
            
            
            (3,711
            )Gross
      margin
            
            
            
            -
            
            
            
            2,122
            
            
            
            2,122Materials
      and services
            
            
            
            22,335
            
            
            
            2,689
            
            
            
            25,024General
      administration
            
            
            
            1,805,366
            
            
            
            31,067
            
            
            
            1,836,433Research
      and development
            5
            
            
            101,383
            
            
            
            -
            
            
            
            101,383Personnel
      expenses
            
            
            
            37,702
            
            
            
            -
            
            
            
            37,702Depreciation
      and amortization
            7
            
            
            39,565
            
            
            
            3,057
            
            
            
            42,622Other
      expenses, net
            
            
            
            -
            
            
            
            6,627
            
            
            
            6,627Operating
      expenses
            
            
            
            2,006,351
            
            
            
            43,440
            
            
            
            2,049,791Loss
      from operations
            
            
            
            (2,006,351
            )
            
            
            (41,318
            )
            
            
            (2,047,669
            )Interest
      income and exchange gains
            
            
            
            19,318
            
            
            
            779
            
            
            
            20,097Loss
      before provision (benefit) for income taxes
            
            
            $
            (1,987,033
            )
            
            
            (40,539
            )
            
            
            (2,027,572
            )Provision
      (benefit) for income taxes
            
            
            
            (5,439
            )
            
            
            5,439
            
            
            
            -Net
      loss
            
            
            $
            (1,992,472
            )
            
            $
            (35,100
            )
            
            $
            (2,027,572
            )Basic
      loss per share
            
            
            $
            (0.02
            )
            
            $
            (0.00
            )Diluted
      loss per share
            
            
            $
            (0.02
            )
            
            $
            (0.00
            )Weighted
      average number of shares outstanding – Basic
            
            
            
            38,482,145
            
            
            
            33,300,000Weighted
      average number of shares outstanding – Diluted
            
            
            
            38,482,145
            
            
            
            33,300,000




The
accompanying notes are an integral part of


these
consolidated financial statements





40
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE LOSS


Amounts
in USD


Common
      StocksShares
            
            
            Amount
            
            
            Accumulated
              Deficit
      During
              Developmental
              Stage
            
            
            Additional
              Paid
      In
              Capital
            
            
            Other
              Comprehensive
              Income
            
            
            Unearned
              Compensation
            
            
            Total
            
            
            Comprehensive
              Income/
      (Loss)Issuance
      of common stock
            
            
            33,300,000
            
            
            $
            3,330
            
            
            
            
            
            $
            10,670
            
            
            
            
            
            
            
            
            $
            14,000Contributed
      Capital
            
            
            
            
            
            
            
            
            
            
            
            
            
            96,100
            
            
            
            
            
            
            
            
            
            96,100Currency
      Translation Adjustment
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            4,151
            
            
            
            
            
            
            4,151
            
            
            
            4,151Net
      loss for the period
            
            
            
            
            
            
            
            
            
            $
            (35,100
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            (35,100
            )
            
            
            (35,100
            )Balance
      at December 31, 2006
            
            
            33,300,000
            
            
            
            3,330
            
            
            
            (35,100
            )
            
            
            106,770
            
            
            
            4,151
            
            
            
            -
            
            
            
            79,151
            
            
            
            (30,949
            )Contributed
      Capital
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            53,735
            
            
            
            
            
            
            
            
            
            
            
            53,735Recapitalization
      upon Reverse Merger on April 10, 2007 (See Note 1)
            
            
            2,500,000
            
            
            
            250
            
            
            
            (250,763
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (250,513
            )Private
      placement of shares at $0.34 per share (See Note 10)
            
            
            2,250,000
            
            
            
            225
            
            
            
            
            
            
            
            764,775
            
            
            
            
            
            
            
            
            
            
            
            765,000Shares
      issued for services at $0.34 pershare
      (See Note 10)
            
            
            1,875,000
            
            
            
            188
            
            
            
            
            
            
            
            637,313
            
            
            
            
            
            
            $
            (467,501
            )
            
            
            170,000Shares
      issued for research and development at $0.34 per share (See Note
      10)
            
            
            100,000
            
            
            
            10
            
            
            
            
            
            
            
            33,990
            
            
            
            
            
            
            
            
            
            
            
            34,000Private
      placement at $2.5 per share (See Note 10)
            
            
            104,000
            
            
            
            10
            
            
            
            
            
            
            
            259,990
            
            
            
            
            
            
            
            
            
            
            
            260,000Shares
      issued for stock based compensation at $2.5 per share (See Note
      10)
            
            
            1,036,000
            
            
            
            104
            
            
            
            
            
            
            
            2,589,896
            
            
            
            
            
            
            
            (2,590,000
            )
            
            
            -Amortization
      of Unearned Compensation
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,124,932
            
            
            
            1,124,932Currency
      Translation Adjustment
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (14,001
            )
            
            
            
            
            
            
            (14,001
            )
            
            
            (14,001
            )Net
      loss for the period
            
            
            
            
            
            
            
            
            
            
            (1,992,472
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,992,472
            )
            
            
            (1,992,472
            )Balance
      at December 31, 2007
            
            
            41,165,000
            
            
            $
            4,117
            
            
            $
            (2,278,335
            )
            
            $
            4,446,469
            
            
            $
            (9,850
            )
            
            $
            (1,932,569
            )
            
            $
            229,832
            
            
            $
            (2,037,422
            )




The
accompanying notes are an integral part of


these
consolidated financial statements





41
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


CONSOLIDATED
STATEMENT OF CASH FLOWS


Amounts
in USD


For the year ended
              December 31, 2007
            
            
            For the year
              ended
              December 31, 2006
            
            
            Cumulative from April 26,
              2006 (date of inception) to
              December 31, 2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            1,992,472
            
            
            $
            35,100
            
            
            $
            2,027,572Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      of stock-based compensation
            
            
            1,124,932
            
            
            
            -
            
            
            
            1,124,932Issue
      of shares for legal services
            
            
            170,000
            
            
            
            -
            
            
            
            170,000Issue
      of shares for research and development
            
            
            34,000
            
            
            
            -
            
            
            
            34,000Depreciation
      and amortization
            
            
            39,565
            
            
            
            4,594
            
            
            
            42,622(623,975
            )
            
            
            (30,506
            )
            
            
            (656,018
            )Changes
      in operating assets and liabilities:Increase
      in inventories
            
            
            -
            
            
            
            (4,028
            )
            
            
            (4,028
            )Increase
      in other current assets
            
            
            (72,483
            )
            
            
            (6,322
            )
            
            
            (78,806
            )Increase
      in related party receivables
            
            
            (66,000
            )
            
            
            (34,000
            )
            
            
            (100,000
            )Decrease
      in deferred tax assets
            
            
            5,439
            
            
            
            (5,439
            )
            
            
            -Increase
      in accounts payable and accrued liabilities
            
            
            105,719
            
            
            
            12,241
            
            
            
            117,960Net
      cash used in operating activities
            
            
            (651,300
            )
            
            
            (68,054
            )
            
            
            (720,892
            )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets
            
            
            (261,494
            )
            
            
            (17,462
            )
            
            
            (273,802
            )Net
      cash used in investing activities
            
            
            (261,494
            )
            
            
            (17,462
            )
            
            
            (273,802
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      of loans from stockholders
            
            
            53,735
            
            
            
            96,100
            
            
            
            149,835Proceeds
      from sale of common stock
            
            
            1,025,000
            
            
            
            14,000
            
            
            
            1,039,000Net
      cash from financing activities
            
            
            1,078,735
            
            
            
            110,100
            
            
            
            1,188,835Effect
      of exchange rate changes on cash
            
            
            (11,896
            )
            
            
            4,151
            
            
            
            (11,361
            )Net
      increase in cash
            
            
            154,045
            
            
            
            28,735
            
            
            
            182,780Cash
      at beginning of period
            
            
            28,735
            
            
            
            -
            
            
            
            -Cash
      at end of period
            
            $
            182,780
            
            
            $
            28,735
            
            
            $
            182,780Supplemental
      disclosure of cash flow information:Non-cash
      investing and financing transactionsIssuance
      of shares for services
            
            $
            671,501
            
            
            
            -
            
            
            $
            671,501Issuance
      of shares for liabilities assumed
              under
      reverse merger
            
            $
            250,513
            
            
            
            -
            
            
            $
            250,513Issuance
      of stock based compensation shares
            
            $
            2,590,000
            
            
            
            -
            
            
            $
            2,590,000Purchase
      of fixed assets through the assumption of capital lease
      obligations
            
            $
            392,063
            
            
            
            -
            
            
            $
            392,063Cash
      paid for:Interest
            
            
            5,749
            
            
            
            -
            
            
            
            5,749Taxes
            
            
            -
            
            
            
            -
            
            
            
            -




The
accompanying notes are an integral part of


these
consolidated financial statements





42
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006







NOTE
1 - GENERAL
INFORMATION




Power of
the Dream Ventures, Inc., f/k/a “Tia V, Inc.” (“PDV” or the “Company”) was
incorporated in Delaware on August 17, 2006, with the objective to acquire, or
merge with, an operating business.




Reverse
merger




PDV
entered into and consummated a Securities Exchange Agreement (“Exchange
Agreement”) on April 10, 2007. Under the terms of the Exchange Agreement, PDV
acquired all the outstanding equity interests of Vidatech, Kft. (also known as
Vidatech Technological Research and Development LLC) a limited liability company
formed under the laws of the Republic of Hungary, (“Vidatech”) in exchange for
33,300,000 shares of PDV’s common stock, and Vidatech thereby became a
wholly-owned Hungarian subsidiary of PDV. PDV is governed by the law of the
State of Delaware, and its wholly-owned subsidiary, Vidatech, is governed by the
law of the Republic of Hungary. PDV and Vidatech are herein collectively
referred to as the “Company.”




Following
the acquisition the former stockholders of Vidatech owned a majority of the
issued and outstanding common stock of PDV and the management of Vidatech
controlled the Board of Directors of PDV and its wholly-owned Hungarian
subsidiary Vidatech. Therefore the acquisition has been accounted for as a
reverse merger (the “Reverse Merger”) with Vidatech as the accounting acquirer
of PDV. The accompanying consolidated financial statements of the Company
reflect the historical results of Vidatech, and the consolidated results of
operations of PDV subsequent to the acquisition date. In connection with the
Exchange Agreement, PDV adopted the fiscal year end of Vidatech as December
31.




All
reference to shares and per share amounts in the accompanying consolidated
financial statements have been restated to reflect the aforementioned shares
exchange.




Business




The
Company is engaged in the acquisition, development, licensing and
commercialization of and the investment in, directly or through business
acquisitions, technologies developed in Hungary. In furtherance of its business,
the Company provides research and development services to the companies,
inventors from whom it acquires technologies or participation interests in
technologies. A goal of the Company is to support research and development
activities and to sell the products of inventions to the technological
market.




From
inception through December 31, 2007, the Company primarily focused on the
raising of capital. As of December 31, 2007, the Company acquired six
technologies, TothTelescope, RiverPower and the Kalmar inventions (fire-proofing
Liquid, technology for utilizing communal waste as a concrete additive and
technology for repairing potholes with the use of recycled plastics) and an
equity interest in ‘in4 Kft’, a company formed to develop next generation
semantic internet based search engine technology. All of these technologies are
still in the development stage (see Note 5). As of December 31, 2007, the
Company has only realized limited revenues from the TothTelescope project and
has not realized any revenues from the other inventions. As a result, the
accompanying consolidated financial statements have been presented on a
development stage basis.




The
accompanying notes are an integral part of


these
consolidated financial statements





43
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




Basis
of presentation




The
accompanying consolidated financial statements have been prepared by the Company
pursuant to the rules and regulations of the SEC. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America for financial information have been condensed or omitted pursuant to
such rules and regulations. In the opinion of management, the accompanying
financial statements include all adjustments (consisting of normal recurring
accruals) considered necessary to make the financial statements not misleading
as of and for the period ended December 31, 2007 and for the period from April
26, 2006 (date of inception) to December 31, 2007.




For
further information, refer to the financial statements and footnotes thereto
included in the Company’s filing on Form 8-K, as filed on April 16, 2007 with
the SEC and as amended on August 30, 2007.




Going
Concern and Management’s Plan




The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate the continuation of the Company as a going concern and assume
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has incurred losses from operations since inception.
Management anticipates incurring additional losses in 2007. Further, the Company
may incur additional losses thereafter, depending on its ability to generate
revenues from the licensing or sale of its technologies and products, or to
enter into any or a sufficient number of joint ventures. The Company has minimal
revenue to date. There is no assurance that the Company can successfully
commercialize any of its technologies and products and realize any revenues
therefrom. The Company’s technologies and products have never been utilized on a
large-scale commercial basis and there is no assurance that any of its
technologies or products will receive market acceptance. There is no assurance
that the Company can continue to identify and acquire new
technologies.




Since
inception through December 31, 2007, the Company had an accumulated deficit of
$2,278,335 and net cash used in operations of $720,892. However, management of
the Company believes that the recent funding from the private placement of the
Company’s common shares (See Note 9) will allow them to continue operations and
execute its business plan.




Management
believes the Company can raise adequate capital to keep the Company functioning
through December 31, 2008. However, no assurance can be given that the Company
can obtain additional working capital, or if obtained, that such funding will
not cause substantial dilution to shareholders of the Company. If the Company is
unable to raise additional funds, it may be forced to change or delay its
contemplated marketing and business plan. Being a development stage company, the
Company is subject to all the risks inherent in the establishment of a new
enterprise and the marketing and manufacturing of a new product, many of which
risks are beyond the control of the Company. All of the factors discussed above
raise substantial doubt about the Company’s ability to continue as a going
concern.




These
consolidated financial statements do not include any adjustments relating to the
recoverability of recorded asset amounts that might be necessary as a result of
the above uncertainty.








The
accompanying notes are an integral part of


these
consolidated financial statements





44
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




NOTE
2 – SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES




The
significant accounting policies adopted in preparation of the consolidated
financial statements are set out below.




Principles of
Consolidation




The
consolidated financial statements include the accounts of PDV and its
wholly-owned Hungarian subsidiary, Vidatech. All significant intercompany
accounts and transactions have been eliminated in consolidation.




Use of
Estimates:




The
preparation of the financial statements in conformity with GAAP requires
management to make estimates, judgments and assumptions that affect amounts
reported herein. Management believes that such estimates, judgments and
assumptions are reasonable and appropriate. However, due to the inherent
uncertainty involved, actual results may differ from those based upon
management’s judgments, estimates and assumptions. Critical accounting policies
requiring the use of estimates are depreciation and amortization and
share-based payments




Revenue
Recognition:




Sales are
recognized when there is evidence of a sales agreement, the delivery of the
goods or services has occurred, the sales price is fixed or determinable and
collectability is reasonably assured, generally upon shipment of product to
customers and transfer of title under standard commercial terms. Sales are
measured based on the net amount billed to a customer. Generally there are no
formal customer acceptance requirements or further
obligations.  Customers do not have a general right of return on
products shipped therefore no provisions are made for return.




Accounts Receivable and
Allowance for Doubtful Accounts:




Accounts
receivable are stated at historical value, which approximates fair value. The
Company does not require collateral for accounts receivable. Accounts receivable
are reduced by an allowance for amounts that may be uncollectible in the future.
This estimated allowance is determined by considering factors such as length of
time accounts are past due, historical experience of write offs, and customers’
financial condition.




Inventories:




Inventories
are stated at the lower of cost, determined based on weighted average cost or
market. Inventories are reduced by an allowance for excess and obsolete
inventories based on management’s review of on-hand inventories compared to
historical and estimated future sales and usage.




Fixed
assets:




Fixed
assets are stated at cost or fair value for impaired assets. Depreciation and
amortization is computed principally by the straight-line method. Asset
amortization charges are recorded for long lived assets. In the related periods,
no asset impairment charges were accounted for.




Depreciation
is recorded commencing the date the assets are placed in service and is
calculated using the straight line basis over their estimated useful
lives.




The
estimated useful lives of the various classes of long-lived assets are
approximately 3-7 years.








The
accompanying notes are an integral part of


these
consolidated financial statements





45
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




Pensions and Other
Post-retirement Employee benefits:




In
Hungary, pensions are guaranteed and paid by the government or by pension funds,
therefore no pensions and other post-retirement employee benefit costs or
liabilities are to be calculated and accounted by the Company.




Product
warranty:




The
Company accrues for warranty obligations for products sold based on management
estimates, with support from sales, quality and legal functions, of the amount
that eventually will be required to settle such obligations. At December 31,
2007, the Company had no warranty obligations in connection with the products
sold.




Advertising
costs:




Advertising
and sales promotion expenses are expensed as incurred.




Research and development and
Investment and Advances to Non-Consolidated Entities:




In
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 2
“Accounting for Research and Development Costs,” all research and development
(“R&D”) costs are expensed when they are incurred, unless they are
reimbursed under specific contracts. Assets used in R&D activity, such as
machinery, equipment, facilities and patents that have alternative future use
either in R&D activities or otherwise are capitalized. In connection with
investments and advances  in development-stage technology entities in
which the company owns or controls less than a 50% voting interest, (see Note 5)
where repayment from such entity is based on the results of the research and
development having future economic benefit, the investment and advances are
accounted for as costs incurred by the Company as research and development
in accordance with SFAS No. 68 “Research and Development
Arrangements”.




Income
taxes:




The
Company accounts for income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes”. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.




Valuation
allowances are provided against deferred tax assets to the extent that it is
more likely than not that the deferred tax assets will not be
realized.




Comprehensive Income
(Loss):




SFAS No.
130, “Accounting for Comprehensive Income,” establishes standards for reporting
and disclosure of comprehensive income and its components (including revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. The items of other comprehensive income that are typically required
to be disclosed are foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments in debt and
equity securities. Accumulated other comprehensive loss, at December 31, 2007 is
$9,850.








The
accompanying notes are an integral part of


these
consolidated financial statements





46
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




Translation of Foreign
Currencies:




The U.S.
dollar is the functional currency for all of the Company’s businesses, except
its operations in Hungary. Foreign currency denominated assets and liabilities
for this unit is translated into U.S. dollars based on exchange rates prevailing
at the end of each period presented, and revenues and expenses are translated at
average exchange rates during the period presented. The effects of foreign
exchange gains and losses arising from these translations of assets and
liabilities are included as a component of equity, under other comprehensive
income.




Loss per
Share:




Under
SFAS No. 128, “Earnings Per Share”, basic loss per common share is computed by
dividing the loss applicable to common stockholders by the weighted average
number of common shares assumed to be outstanding during the period of
computation. Diluted loss per common share is computed using the weighted
average number of common shares and, if dilutive, potential common shares
outstanding during the period. There were no common stock equivalents or
potentially dilutive securities outstanding during the years ended December 31,
2007 and 2006, respectively. Accordingly, the weighted average number of common
shares outstanding for the years ended December 31, 2007 and 2006, respectively,
is the same for purposes of computing both basic and diluted net income per
share for such years.




Business
Segment:




SFAS No.
131, “Disclosures About Segments of an Enterprise and Related Information,”
establishes standards for the way public enterprises report information about
operating segments in annual consolidated financial statements and requires
reporting of selected information about operating segments in interim financial
statements regarding products and services, geographical areas and major
customers. The Company has determined that under SFAS No. 131, there are no
operating segments since substantially all business operations, assets and
liabilities are in Hungarian geographic segment.




Share-Based
Payments:




In
accordance with SFAS No. 123R “Share-Based Payment” all forms of share-based
payment (“SBP”) awards including shares issued under employee stock purchase
plans, stock options, restricted stock and stock appreciation rights result in a
cost that is measured at fair value on the awards’ grant date, based on the
estimated number of awards that are expected to vest. As the Company did not
issue any employee SBP prior to September 30, 2007, there is no
compensation cost recognized in the accompanied consolidated financial
statements.




The
Company accounts for equity instruments issued to non-employees in accordance
with the provisions of Emerging Issues Task Force (EITF) Issue No. 96-18,
“Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services,” which requires
that such equity instruments are recorded at their fair value on the measurement
date. The measurement of stock-based compensation is subject to periodic
adjustment as the underlying equity instrument vests. Non-employee stock-based
compensation charges are amortized over the vesting period or period of
performance of the services.




Recent Accounting
Pronouncements:




In July
2006, the FASB issued Interpretation (FIN) No. 48, Accounting for
Uncertainty in Income Taxes — an interpretation of FASB Statement
No. 109, which clarifies the accounting for uncertainty in income taxes
recognized in a company’s financial statements in accordance with
SFAS No. 109. FIN No. 48 prescribes a recognition threshold and
measurement attribute for financial statement disclosure of tax positions taken
or expected to be taken on a tax return. FIN No. 48 is effective for the
Company beginning in January 1, 2007.  The adoption of FIN 48 did not
have a significant impact on the Company’s consolidated financial position,
results of operation or cash flows.








The
accompanying notes are an integral part of


these
consolidated financial statements





47
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




In
September 2006, the FASB issued SFAS 157, Fair Value Measurement. The new
standard applies whenever other standards require or permit assets or
liabilities to be measured at fair value. This Statement defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurements. This statement is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Company does not
believe that the adoption of SFAS 157 will have a material impact on its
consolidated financial position, results of operation or cash
flows.




In
September 2006, the staff of the SEC issued Staff Accounting Bulletin (“SAB”)
No. 108, which provides interpretive guidance on how the effects of the
carryover or reversal of prior year misstatements should be considered in
quantifying a current year misstatement. SAB 108 becomes effective in fiscal
2007. Adoption of SAB 108 did not have a material impact on the Company’s
consolidated financial position, results of operations or cash
flows.




In
February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115”, which permits entities to choose to measure many financial instruments and
certain other items at fair value. The fair value option established by this
Statement permits all entities to choose to measure eligible items at fair value
at specified election dates. A business entity shall report unrealized gains and
losses on items for which the fair value option has been elected in earnings at
each subsequent reporting date. Adoption is required for fiscal years beginning
after November 15, 2007. Early adoption is permitted as of the beginning of a
fiscal year that begins on or before November 15, 2007, provided the entity also
elects to apply the provisions of SFAS Statement No. 157, Fair Value
Measurements. The Company is currently evaluating the expected effect of SFAS
159 on its consolidated financial statements and is currently not yet in a
position to determine such effects.




In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS
141(R)”). SFAS 141(R) replaces SFAS No. 141, “Business Combinations”, but
retains the requirement that the purchase method of accounting for acquisitions
be used for all business combinations. SFAS 141(R) expands on the disclosures
previously required by SFAS 141, better defines the acquirer and the acquisition
date in a business combination, and establishes principles for recognizing and
measuring the assets acquired (including goodwill), the liabilities assumed and
any non-controlling interests in the acquired business. SFAS 141(R) also
requires an acquirer to record an adjustment to income tax expense for changes
in valuation allowances or uncertain tax positions related to acquired
businesses. SFAS 141(R) is effective for all business combinations with an
acquisition date in the first annual period following December 15, 2008; early
adoption is not permitted. We will adopt this statement as of January 1, 2009.
The impact of SFAS 141(R) will have on our consolidated financial statements
will depend on the nature and size of acquisitions we complete after we adopt
SFAS 141(R).




In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160). SFAS
160 requires that non-controlling (or minority) interests in subsidiaries be
reported in the equity section of the company’s balance sheet, rather than in a
mezzanine section of the balance sheet between liabilities and equity. SFAS 160
also changes the manner in which the net income of the subsidiary is reported
and disclosed in the controlling company’s income statement. SFAS 160 also
establishes guidelines for accounting for changes in ownership percentages and
for deconsolidation. SFAS 160 is effective for financial statements for fiscal
years beginning on or after December 1, 2008 and interim periods within those
years. The adoption of SFAS 160 is not expected to have a material impact on our
financial position, results of operations or cash flows.








The
accompanying notes are an integral part of


these
consolidated financial statements





48
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




NOTE
3 - OTHER
RECEIVABLES





December 31,
              2007
            
            
            December 31,
              2006VAT
      reclaimable
            
            $
            74,214
            
            
            $
            6,322Advances
      given
            
            
            2,219
            
            
            
            -Other
            
            
            2,373
            
            
            
            -Total
            
            $
            78,806
            
            
            $
            6,322







NOTE
4 - INVENTORY




At
December 31, 2007, inventories contained semi-finished goods of approximately
$4,000.




NOTE
5 - RESEARCH AND
DEVELOPMENT (“R&D”)




In
August, 2007, the Company entered into an agreement with two Hungarian
individuals to establish In4 Kft (“in4). In4’s business is focused on software
development and information technology purposes. The Company is a minority
shareholder in in4 with 30% voting rights, which operates under independent
management.




In
August, 2007, the Company also entered into a loan commitment agreement with
in4. According to the agreement the Company has committed a loan of
approximately $271,000 to in4. The loan can be withdrawn by May 31, 2009. The
loan bears interest at the Hungarian prime rate interest (7.50% at December 31,
2007). The purpose of the loan is to finance the development of an internet
software called “eGlue”, a search engine and social network enabler based on
semantic internet technology. According to the contract if the software is
successfully developed, the outstanding amount of the loan and the related
interest may be converted into equity in the associate for up to 40% voting
rights. According to the agreement the members of the company are not entitled
to receive dividends until May 31, 2009.




Since the
repayment of loans, advances and other investment is contingent on the
results of the R&D of eGlue having future economic benefit, management
has expensed the Company’s investment in in4 of approximately
$5,000 and loan to in4 of $63,864 as R&D in the accompanying
consolidated statements of operations, in accordance with SFAS No. 68 “Research
and Development Arrangements”.




On 24
May, 2007, the Company entered into an Invention Transfer Agreement (“ITA”) with
two Hungarian individuals (“Inventors”). The purpose of this agreement is for
the inventors to transfer to the Company the exclusive right of utilizing and
patenting the invention, with the aim of the Company’s patenting the invention,
having it registered as a patent in the patent registers and later on
manufacturing or having the invention manufactured or utilizing it in
manufacturing processes in the course of the utilization of a potential patent.
According to the agreement if in the future the Company re-transfers the
exclusive right of utilization to a third party the Company is obligated to
share the fees with the Inventors on a proportionate basis.




In
connection with the ITA, the Company issued 100,000 shares of the Company’s
common stock to the Inventors. These shares issuance were recorded at fair value
of $0.34 per share in the total amount of $34,000. The cost of the related
invention was recorded as research and development expense.








The
accompanying notes are an integral part of


these
consolidated financial statements





49
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




NOTE
6 - RECEIVABLES FROM
RELATED PARTIES




During
2007, the Company has provided advances of $100,000 to its management for
general administration expenses. The amount of advance has to be repaid by March
31, 2008.




During
2006, the Company has provided short term loan to its management for general
administration expenses. The loan did not bear interest obligation. The short
term loan was repaid in January, 2007 to the Company.




NOTE
7 - FIXED
ASSETS




Net
property and equipment consisted of the followings at December 31, 2007 and
2006:





December 31,
              2007
            
            
            December 31,
              2006Machinery
      and equipment
            
            $
            73,834
            
            
            $
            4,000Vehicles
            
            
            520,625
            
            
            
            -Office
      equipment
            
            
            63,175
            
            
            
            6,000Software
      and website registration rights
            
            
            12,125
            
            
            
            7,000Total
            
            
            669,759
            
            
            
            17,000Less:
      Accumulated depreciation and amortization
            
            
            (45,956
            )
            
            
            (4,132
            )Net
      property and equipment
            
            $
            623,803
            
            
            $
            12,868




The net
book value of fixed assets under capital lease amount to $499,843 at December
31, 2007. Depreciation and amortization expense for the years ended December 31,
2007 was $40,814 and $3,057, respectively and $43,871 for the period from April
26, 2006 (date of inception) to December 31, 2007.




NOTE
8 - NOTE
PAYABLE




On April
10, 2007, in connection with reverse merger (See Note 1), the Company assumed a
note payable of $250,000 to a former stockholder, Mary Passalaqua with one year
maturity at April 5, 2008. As such note payable was issued immediately prior to
the reverse merger, such issuance was recorded as additional compensation by the
Company prior to the reverse merger. Accordingly, such compensation is reflected
in the accompanying consolidated balance sheet as the accumulated deficit of the
Company, and will not be reflected in the Statement of operations, as such
compensation expense was structured as an expense prior to the
recapitalization.




The note
payable bears interest at the prime rate (7.25% at December 31, 2007). Interest
expense in connection with such note amounted to $14,404 for the year ended at
December 31, 2007, and was accrued and included in accounts payable and accrued
liabilities in the accompanying consolidated balance sheet.




NOTE
9 - CAPITAL LEASES
PAYABLE




In
August, 2007, the Company entered into capital lease agreements on 3 vehicles
for management purposes. The maturity of the lease is 60 months and is
denominated in CHF. Installments and interest is due on a monthly
basis.




In
December, 2007, the Company entered into additional capital lease agreements on
2 vehicles for management purposes. The maturity of the lease is 72 months and
is denominated in CHF. Installments and interest is due on a monthly
basis.








The
accompanying notes are an integral part of


these
consolidated financial statements





50
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




The
following is a schedule by years of future minimum lease payments under capital
leases together with the present value of the net minimum lease payments as of
December 31, 2007:





For
      the year ending December 31, 2007
            
            Amounts2008
            
            $
            92,6482009
            
            
            92,6482010
            
            
            92,6482011
            
            
            92,6482012
            
            
            76,0922013
            
            
            42,198Total
      minimum lease payments
            
            
            488,882Less:
      amounts representing interest
            
            
            96,819Present
      value of net minimum lease payments
            
            
            392,063Less:
      current portion
            
            
            61,860Long
      term liability
            
            $
            330,203




NOTE
10 - STOCKHOLDERS’
EQUITY




In October
2007, pursuant to a private placement under Regulation S of the Securities Act
of 1933, as amended, the Company sold 104,000 shares of its common stock at
$2.50 per share for aggregate proceeds of $260,000. The Company also entered
into a Registration Rights Agreement, pursuant to which it agreed that as soon
as practicable from the Offering Termination Date, as defined in the
Registration Rights Agreement, it would file a registration statement with
the SEC covering the resale of the shares of the Company’s common stock that are
issuable pursuant to this private placement. There are no stipulated damages
outlined in the Registration Rights Agreement for failure to file within the
agreed upon time frame. Under such agreement, the holder is entitled to
exercise all rights granted by law, including recovery of damages under
this agreement.




On
October 24, 2007, the Company entered into a restricted stock agreement with
Ildiko Rozsa, who is to serve as the Chief Financial Officer of the Company. As
part of the agreement Ms. Rozsa was granted 250,000 shares of the Company’s
restricted common stock of which 100,000 shares are vested upon grant and 30,000
shares will vest quarterly, at the end of each quarter, so long as Ms. Rozsa is
employed by the Company.




On
October 1, 2007, the Company entered into a restricted stock agreement with
Szilvia Toth, the Chief Accounting Officer of the Company. As part of the
agreement Ms. Toth was granted 100,000 shares of restricted common stock of
which 50,000 shares are vested upon grant and 10,000 shares will vest quarterly,
at the end of each quarter, so long as Ms. Toth is employed by the
Company.




On
October 24, 2007, the Company entered into a restricted stock agreement with
Mihaly Zala, the Chief Technology Officer of the Company. As part of the
agreement Mr. Zala was granted 150,000 shares of restricted common stock, which
will vest on equal installments of 30,000 shares quarterly, at the end of each
quarter, so long as Mr. Zala is employed by the Company.




On
October 24, 2007, the Company entered into a restricted stock agreement with
Imre Eotvos, the Technology Assistant of the Company. As part of the agreement
Mr. Eotvos was granted 25,000 shares of restricted common stock, which will vest
on equal installments of 5,000 shares quarterly, at the end of each quarter, so
long as Mr. Eotvos is employed by the Company.








The
accompanying notes are an integral part of


these
consolidated financial statements





51
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




On
October 1, 2007, the Company entered into a restricted stock agreement with
Sandorne Juhasz, who provides payroll accounting services to the Company on a
subcontracting basis. As part of the agreement Ms. Juhasz was granted 11,000
shares of restricted common stock, of which 8,000 is will vest upon grant and
750 shares will vest quarterly, at the end of each quarter, so long as Ms.
Juhasz is employed by the Company.




On
October 24, 2007, the Company entered into a restricted stock agreement with
Daniel Kun, Jr., who is to serve as Secretary and Vice President of the company
on a going forward basis. Previously Mr. Kun served as Secretary, Treasurer and
Chief Financial Officer. As part of the agreement Mr. Kun was granted 250,000
shares of restricted common stock, which will vest on equal installments of
50,000 shares quarterly, at the end of each quarter, so long as Mr. Kun is
employed by the Company.




As
consideration for the above services, the Company issued an aggregate of
1,036,000 shares of the Company’s common stock. These share issuances were
recorded at $2.5 per share in the total amount of $2,590,000 in accordance with
measurement date principles prescribed under EITF 96-18. The Company is
amortizing the fair value of the shares over the term of the agreement to
stock-based compensation expense, which amounted to $834,375 for the
year ended December 31, 2007 and $834,375 for the period from April 26,
2006 (date of inception) to December 31, 2007, in accordance with EITF
96-18.




In June
2007, pursuant to a private placement under Regulation S of the Securities Act
of 1933, as amended, the Company sold 2,250,000 shares of its common stocks at
$0.34 per share for a total subscription receivable of $765,000. The Company
also entered into a Registration Rights Agreement, pursuant to which it agreed
that as soon as practicable from the Offering Termination Date, as defined in
the Registration Rights Agreement, it would file a registration statement
with the SEC covering the resale of the shares of the Company’s common stock
that are issuable pursuant to this private placement. There are no stipulated
damages outlined in the Registration Rights Agreement for failure to file within
the agreed upon time frame. Under such agreement, the holder is entitled to
exercise all rights granted by law, including recovery of damages under
this agreement.




In June
2007, the Company entered into five consulting agreements with five consultants
for 12 to 24 month periods. According to the agreements the consultants will
provide general business consulting services. As consideration for such
services, the Company issued an aggregate of 1,375,000 shares of the Company’s
common stock. These share issuances were recorded at $0.34 per share in the
total amount of $467,501 in accordance with measurement date principles
prescribed under EITF 96-18. The Company is amortizing the fair value of the
shares over the term of the agreement to stock-based compensation expense, which
amounted to $290,557 for the year ended December 31, 2007, respectively and
$290,557 for the period from April 26, 2006 (date of inception) to December 31,
2007, in accordance with EITF 96-18.




On April
10, 2007, PDV entered into a reverse merger transaction with Vidatech. In
connection with the merger 2,500,000 shares of PDV common stock remained
outstanding and PDV issued 33,300,000 shares of its common stock for all the
outstanding common stock of Vidatech. As a result of this transaction, the
former stockholders of Vidatech became the controlling stockholders of PDV.
Accordingly, the reverse merger has been accounted for as a recapitalization of
Vidatech.




In April
2007, the Company entered into an agreement with two professionals for legal
services. According to the agreement the professionals provided legal services
to the Company in 2007. In connection with these services, the Company issued to
them 500,000 shares of the Company’s common stock. These share issuances were
recorded at $0.34 per share in the total amount of $170,000 and the related
expense was recorded under general administration.




In
connection with the ITA (See Note 5), the Company issued 100,000 shares of the
Company’s common stock to the Inventors. These shares issuance were recorded at
fair value of $0.34 per share in the total amount of $34,000. The cost of the
related invention was recorded as research and development expense.








The
accompanying notes are an integral part of


these
consolidated financial statements





52
 Index




POWER
OF THE DREAMS VENTURES, INC. (formerly TIA V)


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006




In May,
2006, the Company entered into a short term loan agreement with its Chief
Executive Officer, Viktor Rozsnyay, for approximately $96,100 with a maturity of
April 30, 2007. On December 28, 2006 Mr. Rozsnyay elected to convert the loan
into equity, which is recorded as additional paid in capital.




In March,
2007, the Company entered into a short term loan agreement with its Chief
Financial Officer, Daniel Kun Jr., for approximately $53,735 with a maturity of
March 31, 2007. On March 31, 2007 Mr. Kun elected to convert the loan into
equity, which is recorded as additional paid in capital.




NOTE
11 - SUBSEQUENT
EVENTS




In
February, shares of common stock of the Company have been approved by FINRA for
quotation and trading on the Over The Counter Bulletin Board (OTCBB) under the
ticker symbol PWRV. Trading commences in the Company’s securities on the OTCBB
beginning on February 21, 2008.




In January
2008, pursuant to a private placement under Regulation S of the Securities Act
of 1933, as amended, the Company sold 32,500 shares of its common stock at $3.25
per share for aggregate proceeds of $105,625. The Company also entered into a
Registration Rights Agreement, pursuant to which it agreed that as soon as
practicable from the Offering Termination Date, as defined in the Registration
Rights Agreement, it would file a registration statement with the SEC
covering the resale of the shares of the Company’s common stock that are
issuable pursuant to this private placement. There are no stipulated damages
outlined in the Registration Rights Agreement for failure to file within the
agreed upon time frame. Under such agreement, the holder is entitled to
exercise all rights granted by law, including recovery of damages under
this agreement.




On 16
January, 2008, the Company entered into an Invention Transfer Agreement (“ITA”)
with Otto Buresch, a Hungarian individual (“Inventor”). The purpose of
the agreement is to transfer to the Company the exclusive right of utilizing for
technology capable of mixing water with gasoline, in 40% to 60 %, for use
in internal combustion engines. Te purchase price of the invention was HUF
1,700,000 (approximately $10,000) The Company will patent the invention and
will become its owner. Fallowing successful commercialization the inventor is
entitled to receive 40% of NET revenue.


The
accompanying notes are an integral part of
 these
consolidated financial statements
   53