Amendment 1 to
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[x] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:  December 31, 2007
OR
[ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to

Commission File Number    333-118993

Pricester.com, Inc.
(Exact name of Small Business Issuer
in its charter)

        Nevada                                   41-2137356
(State or other jurisdiction                 (I.R.S. Employer
  of incorporation or                              Number)
    organization)

 5555 Hollywood Blvd
   Suite 303
   Hollywood, FL                                   33021
 (Address of principal executive offices)        (Zip Code)

Registrant's Telephone number, including area code:
954-272-1200

Securities registered pursuant to Section 12(b) of the Act:       None
Securities registered pursuant to Section 12(g) of the Act:
   Common Stock, $.001 par value

Check whether the Corporation (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that the Corporation was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
Yes    __x__          No  _____

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Corporation'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.
[x ]

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



<PAGE>2

The Corporation's revenues for the year ended December 31, 2007 were
$179,176.  As of March 31, 2008, the market value of the Corporation's
voting $.00l par value common stock held by non-affiliates of the
Corporation was $5,928.

The number of shares outstanding of Corporation's only class of common
stock, as of December 31, 2007 and March 31, 2008 was 28,948,873 and
40,598,456 shares of its $.001 par value common stock, respectively.

No documents are incorporated into the text by reference.

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



<PAGE>3
PART I
ITEM 1.    BUSINESS

Overview
--------

Pricester.com, Inc. was originally incorporated in the State of Nevada
on March 19, 1998 under the name Business Advantage No. 22, Inc.  Due
to non-filing of annual reports, the corporate charter of Business
Advantage No. 22, Inc. was revoked.  In June 2004, Business Advantage
No. 22, Inc. was reinstated. On June 4, 2004, Business Advantage No.
22, Inc. entered into an Agreement and Plan of Reorganization with
Pricester.com, Inc., a Florida Corporation to merge Pricester Florida
into Business Advantage No. 22, Inc.  On June 4, 2004, in anticipation
of the merger, the name of Business Advantage No. 22, Inc. was changed
to Pricester.com, Inc.

On February 9, 2005, pursuant to Articles of Merger, shareholders of
Pricester Florida received 21,262,250 common shares of Business
Advantage No. 22, Inc. on a basis of a one for one exchange for their
common shares.  Pricester.com, Inc., formerly Business Advantage No.
22, Inc., was the surviving corporation.  The articles of merger were
filed with the states of Nevada and Florida.  The number of common
shares held by Pricester Nevada before the merger was 1,044,620.

In conjunction with the merger transaction, Pricester Florida entered
into an agreement with Taking a Company Public, an entity controlled by
Dennis Jordan.  These services include advisement in all
administrative, legal and financial aspects of going public. Pursuant
to the agreement, Taking a Company Public will receive consulting fees
of $80,000.  The agreement terminated in June 2006 when the newly
merged Pricester Nevada became fully trading on the NASD Bulletin
Board.

Neither Pricester Nevada nor Pricester Florida paid consulting fees,
finder's fees or any other fees in exchange for services related to the
reorganization.

Pricester Nevada was the acquirer for legal purposes and Pricester
Florida was the acquirer for accounting purposes.  The transaction was
accounted for as a reverse acquisition.

Prior to the merger with Pricester Florida on February 9, 2005,
Pricester Nevada had no significant operations and had no control over
the operations of Pricester Florida.

Pricester.com, Inc. was in a development stage company through December
31, 2005 and has a lack of material revenues.  Our products and
services have been active since January 2004 and have only generated
revenue of $179,176 for the year ended December 31, 2007 and $139,338
for the year ended December 31, 2006.  We have yet to generate
substantial revenue because our primary marketing objective has been to
first build a large gathering of web based vendors, traditional small
businesses, and established national retailers, to offer a diverse and
extensive variety of goods and services.

<PAGE>4

As we acquire new relationships with retailers and attract more small
businesses to the site, more and more products and services as well as
vendor websites will be listed on our site.  Once these product
offerings are in our system and additional vendors are in place ready
to open their doors to the public, we will follow up with the
implementation of marketing strategies that include national
television, radio and Internet marketing designed to bring the buyers
and the sellers together.

We operate www.Pricester.com, which is an e-commerce website that
enables any business of any size or individual to establish a fully
functional online retail presence with no upfront costs or investment
or in-house technical skill.  Our website, www.Pricester.com is an
Internet marketplace which allows vendors to host their website with
product and service listings and promote them to a global community 24
hours a day through our network.  Additionally, Pricester.com allows
consumers to search for products and services that are listed on our
network and locate vendors, purchase items, post bids or trade items.
We currently have over 27,442 members of which 10,810 have setup
websites.

We have developed a technological framework that would overcome
prohibitive cost factors and exponentially increase the ease with which
small business owners could effectively enter the e-commerce community
and credibly compete for customers online.

We created proprietary applications that permit an economy for the
construction of professionally designed, customized, full-functioned e-
commerce or informational websites and for hosting large numbers of
such websites.  Our applications are marketed to the small business
sector, where the cost of website design and development has been a
barrier to achieving an Internet presence.  To complement our low-cost
website design product, we also launched an Internet shopping portal,
www.pricester.com, a virtual shopping mall providing additional
exposure for its website clients.

As consumer access to the Internet has become more widespread and
continues to grow, a website has emerged as an essential tool for small
businesses.  Small companies and professional practices alike
understand the value of a website for establishing credibility and
competing for clients and sales.


Our Products & Services
-----------------------

Pricester provides services that allow any small business to have an
Internet presence with the website features that consumers want and
expect.



<PAGE>5

Increasingly, consumers look towards company information on the
Internet when shopping for services and merchandise.  According to the
US Census Bureau, in the third quarter of 2005 alone, online sales
accounted for over $22 billion dollars.  However, this represented only
about 2% of total retail sales in the US in the same quarter.

Virtually all major retailers and service providers have company
websites.  In contrast, the owner-operated businesses-collectively, the
largest component of the entire economy-still only have a minor
presence on the Internet.  There are 23 million small businesses in the
U.S., including businesses with less than 5 employees and those filing
1040 Schedule C returns (Source: U.S. Department of Commerce) and
millions still without a web presence through which they can sell and
promote their products and services.  According to a research paper
prepared under contract for the Small Business Administration
(Strategies for Small Business Success, 2002), only 35% of small firms
had a website and "The smallest firms (with fewer than 10 employees)
benefit the most from being online..."

As the cost of computers has dropped significantly, the number of
consumers using computers and the Internet on a regular basis has
increased dramatically.  Today, according to a Nielson/NetRatings
report, over 75% of consumers have Internet access and increasingly
they are turning to this resource when searching for or evaluating
products and services. Concurrently, the demand and logical need for
small businesses to have a website is greater than ever.

The market for affordable business websites is large and still
expanding.  Pricester's services are specifically geared to address
this demand from the small business sector.  Additional funding is
required to expand marketing efforts in order to reach and further
penetrate the market.

Pricester's website design technology permits the custom creation of
websites by professional designers at extremely low cost.  The savings
are passed along to the business owner, resulting in perhaps the lowest
net cost custom website design package offering available on the market
today!

Competitors offering similar services are operating within a far more
labor intensive environment and cannot compete with Pricester's pricing
strategy.

Clients receive a customized multi-page website designed for free and
agree to pay just a competitive Internet hosting fee and a nominal set-
up charge.  Small businesses find the deal irresistible, recognizing
that they've found a true low-cost alternative to the traditionally
cost-prohibitive barriers to developing and hosting a website.
Pricester prominently displays a "Lowest Price Guarantee" seal on its
website; to date it has never been challenged.

Over and above the website design value that Pricester offers, every
client's website is also included in our online shopping portal-added
exposure that no other competitor offers.

<PAGE>6

Pricester.com provides website design services, primarily geared to the
needs and budgets of small businesses.  Closely related services
provided by the Company include:

   -  website hosting
   -  domain registration
   -  Internet search engine and directory submission
   -  Internet marketing services (e.g., webpage optimization, pay-per-
click campaign development, etc.)
   -  website maintenance
   -  design-related services such as logo creation
   -  integrated shopping cart and online catalog for e-commerce
websites
   -  advanced shopping cart and design options for highly customized
websites

In addition to these website design and intertwined services,
Pricester's online shopping portal provides each client with additional
exposure for their website and products, as well as other online e-
commerce opportunities.

Key features of the Pricester.com shopping portal include:  free
membership for consumers and vendors, no listing fees and direct
consumer access to vendor's websites.  The shopping portal already has
over 28,000 registered members and over 11,000 websites.  The website
receives ~100,000 visits and over 1,200,000 hits each month from
individuals worldwide.

Specialized Products & Programs

   -  Themed, Corporate Sponsored Websites:  A series of lifestyle
websites, centered on popular themes such as family, relationships,
sports and more.  These websites include content provided by
personalities with existing high-visibility media exposure, as well as
feature editorial supplied by corporate participants on a fee-paid
basis.

   -  Industry Specific Distribution Programs:  Customized small-
business website distribution programs, prepared in conjunction with
and to enhance the marketing efforts of synergistic business groups,
such as:  banks, merchant service suppliers, chambers of commerce and
NFP organizations.

   -  International Shopping Portal:  Pricester has launched a shopping
portal that is international in scope, currently covering 24 countries
on six continents.  The website, www.copiaworld.com, features offerings
from thousands of retail stores, financial institutions and more, in a
convenient to use, categorized format.

  At this time, Pricester creates the majority of its sales by
generating small business leads using outbound automated telemarketing,
and then following up by telephone.  Almost all sales are completely
consummated over the phone.


<PAGE>7

Concurrently, Pricester is endeavoring to develop strategic
partnerships with other companies and organizations that have an
interest in the same small business target market.  Such partners are,
in effect, volume distribution "outlets" for our website services,
complementing the direct marketing efforts to upstream the growth
process.  Pricester delivers a product that is appealing and important
to small business owners.  Therefore, logical targets for strategic
partnerships are large corporations that actively and competitively
seek to acquire, service and retain small businesses as their
customers; this is the necessary synergy in the relationship.
Pricester's website service is positioned as a valuable, unique and
timely addition to the partner's existing product or service, providing
more market differentiation and a competitive edge.

Key target groups for strategic partners include:  mid to large banks,
merchant service providers, communications companies, computer
manufacturers, appropriately focused retail chains, certain business
organizations as well as the educational sector.  Pricester's website
packages can be offered in tandem with and by the strategic partner to
augment and facilitate their existing sales/enrollment process.

Our revenue model is based upon selling Pricester Custom Designed
Websites and collecting transaction and hosting fees.  We have yet to
generate substantial revenues in transaction fees because our primary
marketing objective has been to first build a large gathering of web-
based vendors in order to attract the consumer.

Although we average over 90,000-100,000 visitors a month and over
3,000,000 page hits per month primarily from the United States, this is
an extremely small amount compared to our competitors.  According to
www.statbrain.com, Yahoo receives an average of 2,852,912,100 visitors
per month and Ebay receives an average of 2,009,982,330 visitors per
month.  A visitor coming to a web site may access one or many web pages
on a site, creating multiple page views.  A hit means a single request
from a visitor for a single item from a web server.  As a result, in
order for a visitor to display a page that contains 3 graphics, 4 hits
would occur at the server, 1 for the HTML page and one for each of the
3 graphics.  One visitor to our site can create many hits per visit to
the site.  Additionally, a majority of our traffic is untargeted due to
the use of general search words with only approximately 200 visitors
per day targeted to our marketing materials.  Further, up to 40% of our
targeted traffic is foreign visitors unable to use our system as the
current system only supports United States currency.

Members must comply with our site's terms and conditions or their
listings can be revoked and repeated offenders could be banned from the
site indefinitely.

For the retailers, service businesses and individual collectors and
hobbyists in the United States without a web presence through which
they can sell their products or services online, Pricester Nevada,
offers an affordable, easily implemented solution.



<PAGE>8

Setting up a retail website involves many complex tasks that have to be
bought from outside vendors unless the retailer possessed the required
array of diverse technical skills or software.  For most small
businesses and individuals, as well as many medium sized companies,
programming tasks and the costs associated with creating a retail
website have been overwhelming and easily outweighed any potential
additional business that could be realized online or they had to sell
their merchandise through fee-based sites like Ebay and Yahoo.

The following is a summary of the products and services currently
offered or in development. A further discussion of each product and
service follows.
<TABLE>
<CAPTION>
Products and Services      Status                Fees                        Launched
-----------------------    ------------------    ------------------------    --------

                        <c>                   <c>                            <c>
Pricester (do it
  yourself) Website        On Hold                $0                         Jan 2004
Store                      Active                $0 listing fee
                                                  - 1-4% transaction fee*    Jan 2004
Barter                     Active                $0 listing fee
                                                 - 1-4% transaction fee*     Jan 2004
Auction                    Active                $0 listing fee
                                                 - 1-4% transaction fee*     Jan 2004
Wanted                     Active                $0                          Jan 2004
Request for Quote          On Hold                $0 listing fee
                                                  - 1-4% transaction fee*    Jan 2004
Zip code search            On Hold                 $0                        Jan 2004
Pricester Custom
  Designed Websites        Active                $29.95 setup - $2,500.00    Feb 2006
Pricester Hosting          Active                $8.95-$49.95                Feb 2006
Pricester Travel           On Hold                Fees charged by
                                                 World Choice Travel                -
Affiliates Program         Active                $0                          Jan 2004
Pricester Tools Payment
   System                  Active                $0                          Jan 2004
Pricester Search Engine
   Wizard                  Active                $0                          Jan 2004
Pricester Community        On Hold               $0                          Jan 2004
Lead Generation Program    In development        Not yet determined           Unknown
Bold Listings              Active                $.50 per item               Jan 2004
Highlight Option           Active                $1.00 per item              Jan 2004
Special Icon               Active                $.50 per item               Jan 2004
Featured Listing           Active                $1.00 per item              Jan 2004
Premiere Listing           Inactive              $5.00 per item              Jan 2004
Category Banners           Active                $50.00 per month            Jan 2004
Specialty Stores           future development    Not yet determined           Unknown
</TABLE>

* Note: Transaction fees are currently suspended until our shopping
mall reaches critical mass at which time we will reinstate the
following 1-4% sliding scale which will operate as follows:


<PAGE>9

    -   Transactions ranging from $.01 through $400 are charged at 4%
of the transaction

   -   Transactions ranging from $400.01 through $1,000 are charged at
3.25% of the transaction

   -   Transactions ranging from $1000.01 through $5,000 are charged at
3% of the transaction

   -   Transactions ranging from $5,000.01 through $50,000 are charged
at 1.5% of the transaction

   -   Transactions ranging from $50,000.01 through $1,000,000 are
charged at 1% of the transaction

We will generate revenues through the following sources:

   -   Store Transaction Fees.  A sliding scale transaction fee on the
dollar amount of the successfully completed auction of an item ranges
from a low of 1% for items over $1,000 to 4% for items less than $25 in
value.

   -   Store Listing Fee.  There are no listing fees for items listed
in the Pricester Store system.

   -   Auction Transaction Fees.  A sliding scale transaction fee on
the dollar amount of the successfully completed auction of an item
ranges from a low of 1% for items over $1,000 to 4% for items less than
$25 in value.

   -   Auction Listing Fee.  Currently there are no listing fees for
auction items.

   -   Barter Transaction Fees.  A sliding scale transaction fee on the
dollar amount of the value specified for a successfully completed
barter of an item that ranges from a low of 1% for items over $1,000 to
4% for items less than $10 in value.

   -   Barter Listing Fee. Currently there are no listing fees for
barter items.

   -   Bold Listings.  An added feature that makes the vendors listing
more attractive to the eye, which will attract more consumers to the
listing(s). We will charge $.50 per auction item or $.50 per month per
listed store item.

   -   Highlight Option.  An item is shown with a special background
color of consumer's choice on the listing pages.  We will charge $1.00
per auction item or $1.00 per month per listed store item.

   -   Special Icon.  A choice of icon will get listed alongside the
auction title. We will charge $.50 per auction item.



<PAGE>10

   -   Featured Listing.  The listing is displayed above all other
listings at the top of their respective categories, and any matching
search results.  We will charge $1.00 per auction item or $1.00 per
month per listed store item.

   -   Premiere Listing.  When displayed in listings, a premiere item
displays the associated premiere icon next to the item.  Most
importantly, premiere listing will also be displayed on the main
auction entry page at some point, regardless of which category or
subcategory.  We will charge $5.00 per auction item or $5.00 per month
per listed store item.

Currently Inactive

   -   Category Banners.  These banners can be purchased for each
category item.  We will initially charge $50.00 per month per category.
We will charge more per month per category and receive additional
revenue from a banner rotation service.

   -   Specialty Stores.  We will also introduce specialty stores which
will be catered to industries, allowing certain built in features to be
included with the website.

   -   Pricester Custom Designed Websites.  We will design and install
fully functional informational or e-commerce enabled websites for fees
ranging from $29.95 to $2,500.00.  Hosting fees ranging from $8.95 to
$49.95 apply.

The amount of revenue from the products and services cannot be
quantified any further than 1% since each transaction fee will related
directly to the cost of the item sold, bartered, etc.

Note: Transaction fees are currently suspended till our shopping mall
reaches critical mass at which time we will reinstate the 1-4% sliding
scale fee structure.

*PRICESTER (DO IT YOURSELF) WEBSITE:  Our do it yourself website allows
any business or aspiring business person, even a hobbyist with a
handful of items to sell, to set up a customized, fully functional
retail outlet.  The Pricester (do it yourself) website is a content
driven web site with a built in shopping cart (e-commerce) that
eliminates the need for a web-designer and the associated costs.

*This service is temporarily on hold while we focus on the Pricester
Custom Designed Websites marketing strategies.

Through our website, all these tasks can be accomplished by anyone with
a personal computer, an Internet connection and something to sell
online.

An entire functioning retail site can be set up on www.pricester.com
using the site's array of menu driven, user-friendly website
construction tools.  We provide the new "e-tailer" with everything an
e-commerce site needs to execute and process orders, including:

<PAGE>11

   -   integration of a payment system,
   -    customer order tracking and
   -    shipping calculators.

Our site calculates shipping costs via an array of alternative shipping
methods and carriers.  All the e-tailer has to do is fulfill the order
by shipping the goods to the customer.

The Pricester Store enables the e-tailer to manage:

   -   the progress of sales,
   -   payment status,
   -   shipping status,
   -   confirmations and cancellations and
   -   includes email notification to their customers.

STORE:  Store items are listed in the Pricester.com network as new or
used with a fixed price attached.

BARTER: Single or multiple items, products or services are traded or
bartered for products or services.  When a member lists a barter
transaction they are asked to list an approximate value for the listed
item.  It is this value we use to charge the 1-4% transaction fee when
a trader has been located.

AUCTION: We conduct real-time online auctions where sellers list their
products or services.  Consumers then bid competitively on the item of
interest.

The highest bidder at the close of the auction is determined the winner
and must pay the seller the price as indicated in the winning bid.

We utilize technology that enables both seller and bidder to actively
view the auction in progress seeing the bid time remaining as it
changes without refreshing your screen.

WANTED: Item Watch is a feature that allows consumers to inquire about
a specific item, product or service without making a purchase
commitment.  We actively search our databases periodically to find new
listed items.  When a match is found an email alert is then sent to the
consumer along with a link to the seller of the product.

REQUEST FOR QUOTE: We recognize the need for requesting estimates on
products or services.  This tool allows both consumers and businesses
to request quotes without any commitment to the other party.

*REGION OR ZIP CODE SEARCH: A search is conducted to find local vendors
by region or zip code area who provide a specific item, product or
service.  The results will list the name and location(s) of
Pricester.com sellers who offer the item, product or service.

*Note: REGION OR ZIP CODE SEARCH is currently suspended till our
shopping mall reaches critical mass at which time we will have enough
data to support the service.

<PAGE>12

PRICESTER CUSTOM DESIGNED WEBSITES: Pricester Custom Designed Websites
are informational and/or e-commerce enabled websites or personal web
stores that are designed and installed for a one-time setup fee ranging
from $29.95 to $2,500.00.  Hosting fees ranging from $8.95 to $49.95
apply.  Fees related to the maintenance and/or hosting of the website
will need to be paid to us.

Our technical staffers design and install Pricester Customized Websites
that includes formatting the text for pages such as but not limited to:

   -   Formatting the text for pages such as: Home Page, About Us Page,
   -   Contact Page and a Privacy Statement
   -   Setup of your payment and shipping details page
   -   Conversion of your company logo and slogan/banner into a digital
image format
   -   Integration of pictures and details of your first 10 products
and services.
   -   Integration of a website payment system (Pay Pal) enabling you
to accept all major credit cards.
   -   Configuration of your website manager, which manages your orders
and items.
   -   Registration of a personalized domain name that will allow for
promotion of personalized domain name easily to friends, relatives and
customers. Example: www.yourname.com

The website will have the ability to:

   -   auction
   -   buy
   -   sell
   -   post items
   -   barter and trade with no listing or programming fees.

We developed this program to respond to the needs of people who lack
experience in developing websites, computer use or time.

PRICESTER TRAVEL: This service is currently on hold while we evaluate
the adequate 3rd party provider to provide the services required by
Pricester members.

AFFILIATES PROGRAM: Our Affiliates Program pays 10% to the affiliate on
all the fees we collect from new members transaction fees.  When a
member refers another member to Pricester.com, they become the
affiliate of the new member.

If the new member incurs transaction fees on Pricester.com and
completes a payment, 10% of the collected payment will be credited to
the affiliates account.

This transaction takes place as follows:

   -   Member A refers member B using in house affiliate program
   -   Member B incurs fees for Pricester.com services
   -   Member B makes payment to their account and at that moment 10%
of the fee collected by us is credited to Member A's account on

<PAGE>13

Pricester.com.  Once the member has $25 or more credit in their
account, they can request a payment from us via check by mail.

PRICESTER TOOLS PAYMENT SYSTEM:  Pricester Stores are capable of
accepting credit cards and checks immediately after setting up their
Pricester Store.  All Stores have the option of using PayPal for their
e-commerce transactions.  We have an oral agreement with PayPal to
provide these services to Pricester Stores, if desired. PayPal takes
only minutes to setup with a bank account to receive payments. PayPal
is a registered payment company.  PayPal fees are billed separately.

PayPal collects the payments from the consumers and deposits them into
the vendor's bank account.  Members are required to have a PayPal
account to utilize the Pricester Nevada website e-commerce feature.
When a customer exits the Pricester.com shopping cart, the total value
and vendor PayPal ID is passed to PayPal for payment processing.
PayPal charges the vendor payment transaction fees that are
automatically deducted from the amount collect by PayPal.  Once the
transaction is confirmed by the vendor, a transaction fee is charged to
the members account.  Routine billing processes are performed on the
www.Pricester.com site and the members are billed for the transaction
and optional listing fees they have incurred.

Pricester now allows the integration of CardService International
(merchant) payment processing in the Pricester tools payment system.
We have an oral agreement with CardService International to provide
these services to Pricester Stores via an API payment integration.
CardService International requires a merchant approval process
conducted directly between merchant and vendor.  All payments are
collected by merchant and the funds are disbursed to vendor minus
applicable transaction and monthly fees.

PRICESTER.COM SEARCH ENGINE: An e-commerce web portal connecting
consumers, retailers and wholesalers to a proprietary network.
Pricester.com provides complete integration of buyer and seller,
bringing the consumer/business directly to the seller's site.

WIZARD: Pricester Wizard is a guided tour that walks members through
the process of:

   -   creating websites,
   -   listing items, and
   -   managing their Pricester website

*PRICESTER COMMUNITY: An online forum dedicated to providing answers to
questions about:

   -   sales,
   -   purchases,
   -   shipping tips and
   -   experiences between current members.



PAGE>14

*Note: PRICESTER COMMUNITY is currently on hold due to a shortage of
members using the service.  All help and support request are handled
directly via email, fax or telephone.

LEAD GENERATION PROGRAM. Currently in development, the lead generation
feature or program is based on leads provided through the Pricester
network.  These leads are defined by the category they are listed
under.  The member is prompted with an option to agree on a
predetermined price per lead that they will be charged when a referral
has been collected and delivered to their e-mail address.  The referral
is considered to be lead based when a member receives an authorized
discount or bonus by e-mail that was provided by the host service
provider.  To indicate the presence of the lead generation feature, the
template will include a button, banner or other activation image on the
homepage of the vendor's site or through a search query or directory
browse, which identifies the presence of a discount upon activation of
the image, for example, the words "Click here to receive
bonus/discount".  When a customer clicks on this image they are given
the details of the bonus/discount and an online form to fill out.  They
can then sign up as a member of the system to receive benefit.  The
customer enters their contract information such as their address, phone
and e-mail on the form.  Once the member confirms the authenticity of
this information, an email is sent to the customer with the
bonus/discount details attached.  An email is also sent to the
vendor/member with the information about the lead and the fee charged
to their account.  Subsequently, the host network applies a charge to
the vendor/member account equal to the amount of referral fee for the
lead.  While this feature was created to satisfy a need in the online
service industry, it is not limited to service providers and can used
for offering discounts and promotions for product related items.

SERVICE INTERRUPTIONS AND DELAYS. Our service interruptions and delays
have been limited to less than 1% downtime.  In order to decrease the
down time, we added redundancy equipment to our network that provides
alternative equipment to be used in the event of hardware failure.
This equipment includes multiple server, raid drives (multiple hard
drives) and rotational backups of our system and services.

COSTS OF OPERATION. In order to provide the above services, we
currently employ personnel for management, customer support, technical
support, Internet marketing and web design and contract for sales
personnel.  We also lease the appropriate hardware and support the
continued development of our software that runs our web based services.
To provide all of the services listed above, our monthly expenses are
approximately $18,400.  The breakdown of the $18,400 is as follows:

Payroll & Taxes ..........................     $12,020
Rent .....................................       1,580
Electric .................................         300
Telecommunications .......................       2,000
Accounting services ......................       2,000
Insurance ................................         500
                                               -------
                                               $18,400
                                               =======

<PAGE>15

We intend to give 10% of any net profits to charity. A list of
charities has not yet been compiled.  This donation program will
commence at a yet to be determined time based on profitability.

PRICESTER PROGRAMS

         NATIONAL SCHOOL PROGRAM: A four hour course that educates and
demonstrates the power of e-commerce.  The students will learn how to
conduct business using the Internet.  It teaches how to convert a hobby
into a business and sell unwanted items.  At the end of the course each
student will have constructed a fully functional website that is e-
commerce enabled, operational and ready to do business.

         NON-PROFIT/CHARITABLE: Gives churches, synagogues and
fundraisers an opportunity to generate income for their organization by
selling and auctioning donated items from their members and communities
online.

REVENUE STREAMS

Although most of our products and services have been active since
January 2004, we have not generated significant revenues.  This is
directly related to the number of vendors (currently 11,643) listing
over 199,516 items.  During 2006, we commenced marketing our Website
design services and hosting plans.  As the number of vendors increases
and marketing commences, the number of visitors to our website should
increase and our revenue stream should increase significantly with
collected fees and monthly hosting fees.

To date, we have focused on bringing vendors (members) to populate the
site in order that consumers can visit a populated community.  Once the
site has been populated to a sufficient degree, we will introduce a
marketing campaign to bring the buyer and seller together.

We intend to track revenues by category if our revenues increase. Our
revenues have been generated by approximately 270 Pricester Website
sales, miscellaneous service and transaction fees of $179,176 and by
650 Pricester Website sales, miscellaneous service and transaction fees
of $139,338 for the year ended December 31, 2006.  To date, no
marketing funds have been expensed to bring consumers to the site.  We
estimate this will start in the third or fourth quarter of 2008.



<PAGE>16

In order to successfully expand our number of users of our electronic
commerce services, we must employ significant monetary resources to the
consistent development of applications and innovative tools to assist
the buyers and sellers interaction.

Intellectual Property and Proprietary Rights
--------------------------------------------

We currently utilize proprietary software to support our Internet
platform and proprietary processes and procedures related to customer
acquisitions.  We protect our intellectual property through existing
laws and regulations and by contractual restrictions.  We attempt to
protect our technology and trade secrets through the use of:

   -   confidentiality and non-disclosure agreements,
   -   trademarks,
   -   patents, and
   -   by other security measures.

Trademarks have been filed under Pricester.com and Pricester Store "e-
commerce for all...," garagesalesanywhere.com.  We are preparing
several other variations to be trademarked.

On December 8, 2003, a provisional patent Application No: 60/527/873
under the names of Bernard Gutman and Joe Puentes, officers and
directors of Pricester Nevada was filed with the United States Patent
Office covering our Automated Templated Based e-commerce system
including the Lead Generation Program which is in development.  A
provisional patent allows filing without a formal patent claim, oath or
declaration or any information disclosure statement, provides the means
to establish an early effective filing date and allows the term "Patent
Pending" to be applied.  A provisional patent allows an applicant up to
a year in which to file the actual patent.  We filed a US Patent
Application - Serial No: 10/988,747 on November 15, 2004.  No update on
the status of the patent application has been made available by the US
patent office as of the date of this annual report.  Messrs. Gutman and
Puentes have entered into a written agreement assigning Pricester.com,
Inc. any and all rights of the provisional patent for no consideration.

Pricester domain names have been secured under the variations:

   -   pricester.com, .net, .us, .ca (Canada).

Also secured:

   -   your free webstore.com,
   -   pricebarter.com and
   -   pristore.com.

Marketing Strategies
--------------------

We intend to establish a national market presence using the following
approaches in order to gain brand awareness:

<PAGE>17

Conducting public relations campaign using

   -   television
   -   radio
   -   press releases
   -   Internet marketing
   -   newspaper and magazines

We intend to target college students and non-profit groups.

Third Party Providers
---------------------

CI Host.com, a web hosting company provides us the hardware and
software to run our portal.  They also provide ongoing phone support
and hardware maintenance and replacement in the event of failure.  We
have orally renewed a 12 month lease starting as of April 8, 2005.
This lease automatically renews every year.  Our monthly lease is
$659.00.  CI Host's Terms and Conditions of Use provide for
discontinuation of services or denial of use by CI Host at any time if
we were to engage in unacceptable uses or cause harm to the server or a
customer.

On July 12, 2004, we entered into a written agreement with Professional
Microsystems Incorporated D/B/A as Xcent for the development of our web
based applications.  We orally agreed that any work order we submit,
based on our needs to develop and improve our current portal, is
provided at the rate of $90 per man hour.  Currently, we owe Xcent for
ongoing work orders a balance of $4,816.  We may terminate any open
work order by written notice to Xcent.  Xcent will be reimbursed for
costs expended to date and other costs resulting from the termination.
We may also terminate the agreement for default if Xcent becomes
involved in bankruptcy or other legal proceedings that in our opinion
interferes with the performance of services or if Xcent fails to
perform under the agreement and does not cure within ten days after
receipt of written notice from Pricester Nevada.

Insurance
---------

We have in force workman's comp and general liability insurance. We
currently have directors and officers' insurance for which we pay
approximately $1,400.

Competition
-----------

We compete with many other providers of online web hosting, Internet
marketplace, travel service and electronic commerce services. As we
expand the scope of our Internet offerings, we will compete directly
with a greater number of Internet sites, media companies, and companies
providing business services across a wide range of different online
services, including:


<PAGE>18

         -  companies offering communications, Web search, commercial
search, information, community and entertainment services and Internet
access either on a stand alone basis or integrated into other products
and media properties;

         -  vertical markets where competitors may have advantages in
expertise, brand recognition, available financial and other resources,
and other factors;

         -  online employment recruiting companies; and

         -  online merchant hosting services.

In order to compete effectively, we may need to expend significant
internal engineering resources or acquire other technologies and
companies to provide or enhance our capabilities.

Companies such as Yahoo, Amazon and Ebay may have a competitive
advantage because they have greater access to content, maintain billing
relationships with more customers and have access to established
distribution networks.

There are various competitors who allow vendors to sell their items
online including Yahoo, Amazon and Ebay.  Although most charge ongoing
fees including monthly fees and transaction fees, they have a
established customer base and instant market recognition.  These
competitors have greater access to content and maintain billing
relationships with more customers and have access to established
distribution networks. We have not yet generated any material revenue
from our business model compared to significant revenue generated by
these competitors.

If new competitors seize our product ideas and e-commerce business
model and produced competing web sites with similar product matrixes,
our ability to generate revenue would be negatively affected.
Additionally, these new competitors could be better capitalized and
capture a larger market share of our intended market.

We face competition from traditional retailers and wholesalers.  If
consumers choose not to purchase their products through the Internet,
our ability to generate revenues will be negatively affected.

Research and Development
------------------------

In the year ended December 31, 2006 and 2007, we successfully
researched new technologies and identified potential market segments
that we plan to market in 2008.



<PAGE>19

Government Regulation
---------------------

We are subject to general business regulations and laws, as well as
regulations and laws directly applicable to the Internet.  As we
continue to expand the scope of our properties and service offerings,
the application of existing laws and regulations to us relating to
issues such as user privacy, defamation, pricing, advertising,
taxation, gambling, sweepstakes, promotions, financial market
regulation, consumer protection, content regulation, quality of
products and services, and intellectual property ownership and
infringement can be unclear.  In addition, we will also be subject to
new laws and regulations directly applicable to our activities.

Further, the application of existing laws to our operations regulating
or requiring licenses for certain businesses of our vendors including,
for example, distribution of pharmaceuticals, alcohol, tobacco or
firearms, as well as insurance and securities brokerage and legal
services, can be unclear.  Any existing or new legislation applicable
to us could expose us to substantial liability, including significant
expenses necessary to comply with such laws and regulations, and dampen
the growth in use of the Web.

Several federal laws, including the following, could have an impact on
our business.  The Digital Millennium Copyright Act is intended, in
part, to limit the liability of eligible online service providers for
listing or linking to third-party Websites that include materials that
infringe copyrights or other rights of others.  The Children's Online
Protection Act and the Children's Online Privacy Protection Act are
intended to restrict the distribution of certain materials deemed
harmful to children and impose additional restrictions on the ability
of online services to collect user information from minors.  In
addition, the Protection of Children From Sexual Predators Act of 1998
requires online service providers to report evidence of violations of
federal child pornography laws under certain circumstances.  Such
legislation may impose significant additional costs on our business or
subject us to additional liabilities.

We post our privacy policies and practices concerning the use and
disclosure of user data.  Any failure by us to comply with our posted
privacy policies, the consent order, FTC requirements or other privacy-
related laws and regulations could result in proceedings by the FTC or
others which could potentially have an adverse effect on our business,
results of operations and financial condition.  In this regard, there
are a large number of legislative proposals before the United States
Congress and various state legislative bodies regarding privacy issues
related to our business.  It is not possible to predict whether or when
such legislation may be adopted, and certain proposals, if adopted,
could materially and adversely affect our business through a decrease
in user registrations and revenues.  This could be caused by, among
other possible provisions, the required use of disclaimers or other
requirements before users can utilize our services.



<PAGE>20

Due to the nature of the Web, it is possible that the governments of
other states and foreign countries might attempt to regulate Web
transmissions or prosecute us for violations of their laws.  We might
unintentionally violate such laws, such laws may be modified and new
laws may be enacted in the future.  Any such developments (or
developments stemming from enactment or modification of other laws)
could increase the costs of regulatory compliance for us or force us to
change our business practices.

Employees
---------

We currently have eleven full-time employees and three part-time
employees.  As operations increase and revenues allow, we will have to
employ an undetermined number of designers and programmers in addition
to obtaining additional sales persons on an independent contractor,
commission only basis.  We enjoy good employee relations.  None of our
employees are members of any labor union and we are not a party to any
collective bargaining agreement.

Risk Factors
------------

Readers should carefully consider the following risk factors and all
other information contained in this Annual Report.  Investing in our
common stock involves a high degree of risk.  Any of the following
risks could adversely affect our business, financial condition and
results of operations and could result in a complete loss of your
investment.  No assurances can be given that the risks and
uncertainties described below are the only risks and uncertainties that
we face.

Risks Related To Our Business

OUR WEAK FINANCIAL CONDITION HAS RAISED, AND WILL LIKELY CONTINUE TO
RAISE SUBSTANTIAL DOUBT REGARDING OUR ABILITY TO CONTINUE AS A "GOING
CONCERN."  WE HAVE EXPERIENCED HISTORICAL LOSSES.  WE MAY HAVE TO CEASE
OPERATIONS IF WE DO NOT GENERATE MEANINGFUL REVENUE AND ACHIEVE
PROFITABILITY AND INVESTORS MAY LOSE THEIR INVESTMENT.

We have incurred substantial operating and net losses, as well as
negative operating cash flows, since our inception.  For the fiscal
years ended December 31, 2007 and 2006, we experienced net losses of
$(1,467,212) and $(469,819), respectively.  At December 31, 2007, we
had an accumulated deficit of $(4,437,200).  Our operating results for
future periods will include significant expenses, including product
development expenses, sales and marketing costs, programming and
administrative expenses, for which we may not have offsetting revenues
or available capital.  As a result, we may never generate meaningful
revenue and/or achieve profitability in the future.

Our current working capital deficit at December 31, 2007, among other
factors, resulted in our independent certified public accountants
modifying their audit report on our consolidated financial statements
for the fiscal years ended December 31, 2007 and 2006 to express

<PAGE>21

substantial doubt as to our ability to continue as a going concern.  We
remain in need of substantial additional investment capital to fund our
longer-term operating needs, including the servicing of our remaining
debt obligations and the conducting of those marketing activities we
believe necessary to achieve meaningful sales growth.

         OUR BUSINESS IS CAPITAL INTENSIVE AND ADDITIONAL FINANCING MAY
NOT BE AVAILABLE, AS SUCH, ESPECIALLY IN LIGHT OF OUR HISTORICAL
LOSSES, WE MAY HAVE TO CEASE OPERATIONS AND INVESTORS MAY LOSE THEIR
INVESTMENT.

Our operations are capital intensive and our growth and ongoing
operations will consume a substantial portion of our available working
capital.  We have engaged in numerous financing activities over the
past few years but have been unable to utilize the funds raised to
achieve positive financial results.

Furthermore, we will require additional capital in order to fund our
operations and research projects, and we do not have any commitments
for additional financing.  Additional funding, if required, may not be
available, or if available, may not be available upon favorable terms.
Insufficient funds will prevent, or delay, us from implementing our
business strategy.  Due to our small revenue base and low level of
working capital, we have been unable to aggressively pursue our product
development strategy to date.  We will require significant additional
financing and/or a strategic alliance with a well-funded development
partner to undertake our business plan.  Failure to receive additional
funding or enter into a strategic alliance could limit our growth,
limit our likelihood of profitability and worsen our financial
condition and may correspondingly decrease the market price of our
common stock, or may cause us to cease operations all together.

         OUR CONTINUED SALE OF EQUITY SECURITIES WILL DILUTE EXISTING
SHAREHOLDERS AND MAY DECREASE THE MARKET PRICE FOR OUR COMMON STOCK.

Given our limited revenues and prospect for revenues for the 2007
fiscal year, we will require additional financing which will require
the issuance of additional equity securities.  We expect to continue
our efforts to acquire further financing in the future to fund
additional marketing efforts, product development expenses, programming
and administrative expenses, which will result in future dilution to
existing outstanding shareholders.

         WE DEPEND ON THE CONTINUED SERVICES OF OUR EXECUTIVE OFFICERS
AND THE LOSS OF A KEY EXECUTIVE COULD SEVERELY IMPACT OUR OPERATIONS,
CAUSE DELAY AND ADD EXPENSE TO OUR OPERATION.

The execution of our present business plan depends on the continued
services of our executive officers.  We do not currently maintain key-
man insurance on their lives.  The loss of any of their services would
be detrimental to our business, financial condition and results of
operations. We may not retain or replace the services of our key
officers.

<PAGE>22

         WE HAVE ELECTED NOT TO VOLUNTARILY ADOPT VARIOUS CORPORATE
GOVERNANCE MEASURES, WHICH MAY RESULT IN SHAREHOLDERS HAVING LIMITED
PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF
INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002,
has resulted in the adoption of various corporate governance measures
designed to promote the integrity of the corporate management and the
securities markets.  We have not yet adopted these corporate governance
measures and, since our securities are not yet listed on a national
securities exchange or NASDAQ, we are not required to do so.  However,
to the extent we seek to have our common stock listed on a national
securities exchange or NASDAQ, such requirements will require us to
make changes to our current corporate governance practices, which
changes may be costly and time consuming.  Furthermore, the absence of
such practices with respect to our Company may leave our shareholders
without protections against interested director transactions, conflicts
of interest and similar matters.  As an example of one Sarbanes-Oxley
requirement, currently none of the members of our board of directors
are considered to be "independent" for purposes of Sarbanes-Oxley.  We
may not be able to attract a sufficient number of directors in the
future to satisfy this requirement if it becomes applicable to us.

         WE MAY BE EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL
CONTROLS OVER FINANCIAL REPORTING AND OUR ABILITY TO HAVE THOSE
CONTROLS ATTESTED TO BY OUR INDEPENDENT AUDITORS.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the
Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal
controls over financial reporting in their annual reports, including
Form 10-KSB.  In addition, the independent registered public accounting
firm auditing a company's financial statements must also attest to and
report on management's assessment of the effectiveness of the company's
internal controls over financial reporting as well as the operating
effectiveness of the company's internal controls.  We were not subject
to these requirements for the fiscal year ended December 31, 2006.  We
are evaluating our internal control systems in order to allow our
management to report on, and our independent auditors attest to, our
internal controls, as a required part of our Annual Report on Form 10-
KSB beginning with our report for the fiscal year ended December 31,
2007.

While we expect to expend significant resources in developing the
necessary documentation and testing procedures required by SOX 404,
there is a risk that we will not comply with all of the requirements
imposed thereby.  At present, there is no precedent available with
which to measure compliance adequacy.  Accordingly, there can be no
positive assurance that we will receive a positive attestation from our
independent auditors.

In the event we identify significant deficiencies or material
weaknesses in our internal controls that we cannot remediate in a
timely manner or we are unable to receive a positive attestation from
our independent auditors with respect to our internal controls,



<PAGE>23

investors and others may lose confidence in the reliability of our
financial statements and our ability to obtain equity or debt financing
could suffer.

         FAILURE OF OUR INTERNAL SYSTEMS MAY CAUSE SYSTEM DISRUPTIONS,
REDUCE LEVELS OF CUSTOMER SERVICE, AND OTHERWISE DAMAGE OUR OPERATIONS
WHICH COULD LEAD TO LOST SALES AND MAY INCREASE OUR OVERHEAD WHICH
WOULD ADD EXPENSE AND DELAY OUR OPERATIONS.

We use internally developed systems to operate our service and for
transaction processing, including billing and collections processing.
We must continually improve these systems in order to meet the level of
use.  Furthermore, in the future, we may add features and functionality
to our products and services using internally developed or third party
licensed technologies.  Our inability to:

         a) add software and hardware;

         b) develop and upgrade existing technology, transaction
processing systems and network infrastructure to meet increased volume
through our processing systems; or

         c) provide new features or functionality may cause system
disruptions, slower response times, reductions in levels of customer
service, decreased quality of the user's experience, and delays in
reporting accurate financial information.  Any such failure could
result in a loss of business and worsen our financial condition and may
correspondingly decrease the market price of our common stock.

Risks Related To Our Intellectual Property

         WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY RIGHTS, THEREBY
PERMITTING COMPETITORS TO DEVELOP THE SAME OR SIMILAR PRODUCTS AND
TECHNOLOGIES TO OURS, WHICH COULD ADD EXPENSE AND DELAY OPERATIONS.

Our future results and ability to compete will be dependent, in large
part, upon the marketing and sales of our developed proprietary
products and technologies, the development of future proprietary
products and technologies and the commercialization of our products.
We intend to rely primarily upon copyright, trade secret and trademark
laws to protect the proprietary components of our systems.  While we
have filed U.S. patent applications covering certain of our systems,
the patent applications may not result in the issuance patent.
Additionally, if granted, any patent may be successfully challenged and
will not provided us with meaningful proprietary protections or that we
may not have the financial resources to mount sustained patent defense.
We could also incur substantial costs in asserting our intellectual
property or proprietary rights against others or if others assert their
rights against us.  The failure to successfully protect our
intellectual property and proprietary rights could enable others to
duplicate or claim our rights products and systems which may result in
decreases in our results of operations, liquidity and cash flows.  Any
such decreases may correspondingly decrease the market price of our
common stock.

<PAGE>24

Risks Related To Industries In Which We Operate

         WE FACE SEVERE COMPETITION FROM VARIOUS COMPANIES, MANY OF
WHOM HAVE GREATER RESOURCES THAN WE DO, WHICH COULD CAUSE US TO LOSE
SALES ADD EXPENSE AND DELAY OUR OPERATIONS.

We may be unable to effectively compete in the marketplaces in which we
operate.

Most of these competitors have a longer operating history than we do
and many of them have substantially greater financial and other
resources than we do.  As a result, we will likely encounter greater
difficulty in implementing our business plans than will our
competitors.  The introduction of similar or superior products by
current or future competitors may result in decreases in our results of
operations, liquidity and cash flows.  Any such decreases may
correspondingly decrease the market price of our common stock.

Risk Related To Our Securities And Capital Structure

         TRADING IN OUR COMMON STOCK MAY BE LIMITED, SO OUR
SHAREHOLDERS MAY NOT BE ABLE TO SELL AS MUCH STOCK AS THEY WANT AT
PREVAILING PRICES.

We expect shares of the common stock to be traded on the OTCBB.  If
limited trading in the common stock exists, it may be difficult for our
shareholders to sell in the public market at any given time at
prevailing prices.  Also, the sale of a large block of our common stock
at any time could depress the price of our common stock to a greater
degree than a company that typically has higher volume of trading of
securities.

         THE LIMITED PRIOR PUBLIC MARKET AND TRADING MARKET MAY CAUSE
POSSIBLE VOLATILITY IN OUR STOCK PRICE WHICH MAY CAUSE YOU TO LOSE SOME
OR ALL OF YOUR INVESTMENT.

There has only been a limited public market for our common stock and an
active trading market in our common stock may not be maintained. The
OTCBB is an unorganized, inter-dealer, over-the-counter market that
provides significantly less liquidity than NASDAQ, and quotes for
stocks included on the OTCBB are not listed in the financial sections
of newspapers, as are those for the NASDAQ Stock Market. In addition,
the stock market in recent years has experienced extreme price and
volume fluctuations that have particularly affected the market prices
of many smaller companies. The trading price of our common stock is
expected to be subject to significant fluctuations in response to
variations in quarterly operating results, changes in analysts'
earnings estimates, announcements of innovations by us or our
competitors, general conditions in the industry in which we operate and
other factors. These fluctuations, as well as general economic and
market conditions, may decrease the market price of our common stock.



<PAGE>25

         THE MARKET PRICE FOR OUR COMMON STOCK MAY BE SUBJECT TO
EXTREME VOLATILITY, WHICH MAY CAUSE YOU TO LOSE SOME OR ALL OF YOUR
INVESTMENT.

The market for securities of high-technology companies, including
companies such as ours that participate in emerging markets, has
historically been more volatile than the market for stocks in general.
As a result, the price of our common stock may be subject to wide
fluctuations in response to factors some of which are beyond our
control, including, without limitation, the following:

   -   Quarter-to-quarter variations in our operating results;
   -   Our announcement of material events;
   -   Price fluctuations in sympathy to others engaged in our
industry; and,
   -   The effects of media coverage of our business.

         PENNY STOCK REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON
MARKETABILITY OF THE COMPANY'S SECURITIES, WHICH MAY CAUSE YOU TO LOSE
SOME OR ALL OF YOUR INVESTMENT.

The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a
market price (as defined) of less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exceptions.  As
a result, our common stock is subject to rules that impose additional
sales practice requirements on broker-dealers who sell such securities
to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse).  For
transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities
and have received the purchaser's written consent to the transaction
prior to the purchase.  Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to
the transaction, of a risk disclosure document mandated by the
Securities and Exchange Commission relating to the penny stock market.

The broker-dealer must also disclose the commission payable to both the
broker-dealer and the registered representative, current quotations for
the securities and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed
control over the market.  Finally, monthly statements must be sent
disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of
broker-dealers to sell our securities and may affect the ability of
investors to sell our securities and the price at which such purchasers
can sell any such securities.

Our shareholders should be aware that, according to the Securities and
Exchange Commission, the market for penny stocks has suffered in recent
years from patterns of fraud and abuse. Such patterns include:


<PAGE>26

   -   Control of the market for the security by one or a few broker-
dealers that are often related to the promoter or issuer;

   -   Manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases;

   -   "Boiler room" practices involving high pressure sales tactics
and unrealistic price projections by inexperienced sales persons;

   -   Excessive and undisclosed bid-ask differentials and markups by
selling broker-dealers; and

   -   The wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level,
along with the inevitable collapse of those prices with consequent
investor losses.

Our management is aware of the abuses that have occurred historically
in the penny stock market.

         WE HAVE NO HISTORY OF PAYING DIVIDENDS ON OUR COMMON STOCK.

We have never paid any cash dividends on our shares of common stock and
do not anticipate paying any cash dividends on our common stock in the
foreseeable future.  We plan to retain any future earnings to finance
growth.  If we decide to pay dividends to the holders of the common
stock, such dividends may not be paid on a timely basis.

IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US.  MOREOVER,
WE CANNOT PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT
BUSINESS PLAN.  EACH PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY
ANALYZE THE RISKS AND MERITS OF AN INVESTMENT IN THE SHARES AND SHOULD
TAKE INTO CONSIDERATION WHEN MAKING SUCH ANALYSIS, AMONG OTHERS, THE
RISK FACTORS DISCUSSED ABOVE.

ITEM 2.  PROPERTIES.

We lease an office facility from 234 Hollywood, LLC pursuant to a lease
that began September 1, 2007.  The office facility is located at 5555
Hollywood Blvd. Suite # 303 Hollywood, FL 33021.  The facility consists
of 1,000 square feet for the minimum lease payments of $1,580 per month
and terminates in August 31, 2008.  We believe that this facility is
sufficient for our current needs.

The office lease agreement has certain escalation clauses and renewal
options.  If we exercise the option to renew, the base rent shall
increase by 3% per each lease year.  Future minimum rental payments
required under the operating lease are as follows:

          Period Ended December 31, 2008      $   12,640
                                              ----------
     Total                                    $   12,640
                                              ==========


<PAGE>27

Rent expense, including common area charges and sales taxes, for the
years ended December 31, 2007 and 2006 was $34,167 and $38,110,
respectively.


ITEM 3.  LEGAL PROCEEDINGS.

Pricester is not involved in any legal proceedings at this date.


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

During the last quarter of the fiscal year ended December 31, 2007, no
matters were submitted to a vote of our security holders, through the
solicitation of proxies.





<PAGE>28

PART II

ITEM 5.   MARKET FOR CORPORATION'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Market Information.  Pricester began trading publicly on the NASD Over
the Counter Bulletin Board in June 2006 under the symbol "PRCC".

The following table sets forth the range of high and low bid quotations
for Pricester's common stock as reported on the NASD Bulletin Board.
The quotations represent inter-dealer prices without retail markup,
markdown or commission, and may not necessarily represent actual
transactions.
<TABLE>
        Quarter  Ended                 High Bid             Low Bid
              
                        <c>                  <c>
             6/30/06                    $2.50                $2.50
             9/30/06                    $0.85                $0.85
            12/31/06                    $0.73                $0.73
             3/31/07                    $0.32                $0.28
             6/30/07                    $0.19                $0.18
             9/30/07                    $0.042               $0.042
            12/31/07                    $0.04                $0.035
</TABLE>
Holders.  The approximate number of record holders of Pricester is 254.

Dividends.  Holders of Pricester common stock are entitled to receive
such dividends as may be declared by its board of directors.


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

   This report on Form 10-KSB contains forward-looking statements that
are subject to risks and uncertainties that could cause actual results
to differ materially from those discussed in the forward-looking
statements and from historical results of operations.  Among the risks
and uncertainties which could cause such a difference are those
relating to our dependence upon certain key personnel, our ability to
manage our growth, our success in implementing the business strategy,
our success in arranging financing where required, and the risk of
economic and market factors affecting us or our customers.  The outcome
of these risks and uncertainties are beyond the control of the Company
and its management.  We undertake no obligation to update forward-
looking statements to reflect events or circumstances occurring after
the date of this Form 10-KSB.

OVERVIEW
--------
We are an e-commerce company in our early formative growth period.  We
currently operate an e-commerce website that enables any business to
maintain a fully functional online retail presence.  Our website,
Pricester.com, is an Internet marketplace which allows vendors to host
their website with product and service listings and allows consumers to
search for listed products and services.

<PAGE>29

PLAN OF OPERATIONS
------------------
We have only received minimal revenues.  Our revenues for the years
ended December 31, 2007 and 2006 have been generated by the sale of
approximately 270 Pricester Website sales and miscellaneous service and
transaction fees of $179,176 for the year ended December 31, 2007 and
650 Pricester Website sales and miscellaneous service and transaction
fees of $139,338 for the year ended December 31, 2006.  We only have
sufficient cash on hand to meet funding requirements for the next 60-90
days.  We do not have sufficient cash on hand to meet funding
requirements for the next twelve months.  Although we eventually intend
to primarily fund general operations and our marketing program with
revenues received from the sale of the Pricester Custom Designed
Websites, hosting and transaction fees, our revenues are not increasing
at a rate sufficient to cover our monthly expenses in the near future.
We will have to seek alternative funding through debt or equity
financing in the next twelve months that could result in increased
dilution to the shareholders.  No specific terms of possible equity or
debt financing have been determined or pursued.

As operations increase and revenues allow, we will have to employ an
undetermined number of designers and programmers in addition to
obtaining additional sales persons on an independent contractor,
commission only basis as described in Milestone 2 below.

Management is of the opinion that the following milestones will need to
be met in order to successfully complete our business plan.
<TABLE>
Milestone             Action                      Steps                Timeline
---------      --------------------      ----------------------      -----------

                     <c>                       <c>                     <c>
    1           Sign on additional       Develop relationships         6 months
                     members               with retailers to
                                           attract more small
                                         businesses to the site

    2            Create national           Put sales team in          6-9 months
               distribution channel              place
                   or products

    3           Bring consumer and         Initiate marketing        9-12 months
                 vendor together                campaign
</TABLE>
         No one milestone needs to be complete to pursue any other
milestone although we do not intend to pursue milestone 3 until a
sufficient sales team is in place under milestone 2.

         Milestone 1. Of our current 29,268 user members, 11,914 have
developed websites with over 204,177 item listings.  We expect to list
upwards of 250,000 products in the near future.  As we develop
relationships with the retailers of these products, we hope to attract
more small businesses to the site, sign on additional members and list
more products and services as well as vendor websites on our site.



<PAGE>30

          Milestone 2. We currently have fourteen salespersons and/or
national distributors working as independent contractors under our
existing salesperson program.  Within the next 6-9 months, we will
contract with additional salespersons throughout the United States who
will sell the Pricester Custom Designed Websites for $132 to $2,500.
These sales people will be paid on a commission basis only.

         Milestone 3. Once a sufficient sales team is in place,
Pricester Nevada will pursue marketing strategies that include national
television, radio and Internet marketing designed to bring the buyers
and the sellers together.

         To date, we have completed a two minute commercial and a 30
minute infomercial relating to the sale of Pricester Complete and we
are presently screening call centers to receive and process telephone
orders.  The commercial and infomercial were previewed in April 2005.
This program is on hold until we successfully reach an agreement with a
call center.

         We intend to secure PI (Per Inquiry) deals with television,
radio, newspapers and magazines on a commission only basis. These deals
will not require commission payments unless they generate sales.

GOING CONCERN

         As reflected in the accompanying consolidated financial
statements, we had an accumulated deficit of $4,437,200, a working
capital deficit of $265,888, had net losses for the year ended December
31, 2007 of $1,467,212 and cash used in operations during the year
ended December 31, 2007 of $(199,217).  While we are attempting to
increase sales, the growth has not been significant enough to support
the Company's daily operations.  We will attempt to raise additional
funds by way of a public or private offering.  While we believe in the
viability of our strategy to improve sales volume and in our ability to
raise additional funds, there can be no assurances to that effect.  Our
limited financial resources have prevented us from aggressively
advertising our products and services to achieve consumer recognition.
Our ability to continue as a going concern is dependent on our ability
to further implement our business plan and generate increased revenues.

CRITICAL ACCOUNTING POLICIES

         Our financial statements and accompanying notes are prepared
in accordance with generally accepted accounting principles in the
United States.  Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue and expenses.  These estimates and
assumptions are affected by management's applications of accounting
policies.  Critical accounting policies for Pricester include the
useful life of property and equipment and web development costs.




<PAGE>31

         Computer equipment and furniture is stated at cost less
accumulated depreciation. Depreciation is computed over the assets'
estimated useful lives (five to seven years) using straight line
methods of accounting.  Maintenance costs are charged to expense as
incurred while upgrades and enhancements that result in additional
functionality are capitalized.

         We capitalize the costs incurred during the application
development stage, which includes costs to design the software
configuration and interfaces, coding installation and testing.  Costs
incurred during the preliminary project along with post implementation
stages of internal use computer software are expensed as incurred.
Capitalized development costs are amortized over three years.  Costs to
maintain existing product offerings are expensed as incurred.

         We review the carrying value of intangibles and other long-
lived assets for impairment at least annually or whenever events or
changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.  Recoverability of long-lived assets is
measured by comparison of its carrying amount to the undiscounted cash
flows that the asset or asset group is expected to generate.  If such
assets are considered to be impaired, the impairment to be recognized
is measured by the amount by which the carrying amount of the property,
if any, exceeds its fair market value.

We have three primary revenue sources: website design, transaction
fees, and hosting fees.

   -   Website design revenue is recognized as earned when the website
is complete, control is transferred and the customer has accepted its
website, usually within seven days of the order.

   -   Transaction fee income comprises fees charged for use of credit
cards or other forms of payment in the purchase of items sold on the
customers' websites. The transaction fee income is recognized as earned
when funds transfers (via credit card or other forms of payments)
between the buyer and seller has been authorized.

   -   Revenues from website hosting fees are recognized when earned.
Web hosting fees received in advance are reflected as deferred revenue
on the accompanying balance sheet.

   -   Effective January 1, 2006, we adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS
No. 123R"). SFAS No. 123R establishes the financial accounting and
reporting standards for stock-based compensation plans. As required by
SFAS No. 123R, we recognize the cost resulting from all stock-based
payment transactions including shares issued in the financial
statements.



<PAGE>32

Results of Operations.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Net sales for the year ended December 31, 2007 were $179,176 as
compared to net sales of $139,338 for the year ended December 31, 2006,
an increase of $39,838 or approximately 29%.  We are continuing to
create customer awareness for our products.  Additionally, we have
increased our marketing efforts and began offering website hosting
services.

Total operating expenses for the year ended December 31, 2007 were
$1,646,388, an increase of $1,037,581, or approximately 170%, from
total operating expenses in the year ended December 31, 2006 of
$608,807. This increase is primarily attributable to:

   -   a decrease of $3,873, or approximately 48%, in advertising
expense incurred to promote our website and products.  The decrease was
attributable to decreased spending due to limited financial resources;

   -   an increase of $33,962, or approximately 130%, in professional
fees incurred in connection with our SEC filings;

   -   an increase of $616,796, or approximately 751%, in consulting
fees in connection with the issuance of our common stock for services
rendered and amortization of deferred compensation in 2006;

   -   an increase of $436,632, or 165%, in compensation expense to
$701,064 for the year ended December 31, 2007 as compared to $264,432
for the year ended December 31, 2006.  This increase is a result of
increases in overall compensation expense due to increased staff due to
the hiring of additional sales and website design personnel.

   -   a decrease of $45,936, or approximately 20%, in other selling,
general and administrative expenses as a result of decrease in general
expenses and office expenses attributable to decreased spending due to
limited financial resources.

We reported a loss from operations of $(1,467,212) for year ended
December 31, 2007 as compared to a loss from operations of $(469,819)
for year ended December 31, 2006.  Although there can be no assurances,
we anticipate that during the fiscal year ending December 31, 2008 our
ongoing marketing efforts will result an increase in our net sales from
those reported in fiscal 2007.  To support these increased sales we
anticipate that our operating expenses will also increase during the
fiscal year ending December 31, 2008 as compared to the fiscal 2007. We
are, however, unable to predict at this time the amount of any such
increase in operating expenses.

We reported a net loss of $(1,467,212) or (0.05) per share for the year
ended December 31, 2007 as compared to a net loss of $(469,819) or
$(0.02) per share for the year ended December 31, 2006.



<PAGE>33

Liquidity and Capital Resources.

During 2007 and 2006, we received net proceeds of $111,339 and
$191,950, respectively, from the sale of our common stock.  These funds
were used for working capital purposes.

Net cash used in operating activities for the year ended December 31,
2007 amounted to $199,217 and was primarily attributable to our net
losses of $1,467,212 offset by donation of officer's compensation of
$15,000,stock based compensation of $430,581, amortization of deferred
compensation of $799,782, depreciation of $3,128, and changes in assets
and liabilities of $19,504.  Net cash used in operating activities for
the year ended December 31, 2006 amounted to $335,526 and was primarily
attributable to our net losses of $469,819 offset by stock based
compensation of $29,582, bad debts of $1,500, donation of officers'
compensation of $20,900, amortization of deferred compensation of
$86,500, depreciation of $6,005, and changes in assets and liabilities
of $10,194.

Net cash flows used in investing activities for the year ended December
31, 2006 amounted to $278 as compared to net cash used in investing
activities of $0 for the year ended December 31, 2007.  For the year
ended December 31, 2006, we used cash for capital expenditures of $278.

Net cash flows provided by financing activities was $172,239 for the
year ended December 31, 2007 as compared to net cash provided by
financing activities of $320,800 for the year ended December 31, 2006,
a decrease of $148,561.  For the year ended December 31, 2007, we
received proceeds from the sale of common stock of $111,339, proceeds
from related parties of $38,000 and proceeds from loans payable of
$65,000 offset by repayment of loans payable of $7,000 and payments on
related party advances of $35,100. For the year ended December 31,
2006, we received proceeds from the sale of common stock of $191,950
and proceeds of $146,100 from loans payable and related party advances
offset by the repayment of related party advances of $8,250 and the
repayment of loans payable of $9,000.

We reported a net decrease in cash for the year ended December 31, 2007
of $26,978 as compared to a net decrease in cash of $15,004 for the
year ended December 31, 2006.  At December 31, 2007, we had cash on
hand of $850.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income
Taxes-an interpretation of FASB Statement No. 109." This interpretation
provides guidance for recognizing and measuring uncertain tax
positions, as defined in SFAS No. 109, "Accounting for Income Taxes."
FIN No. 48 prescribes a threshold condition that a tax position must
meet for any of the benefit of an uncertain tax position to be



<PAGE>34

recognized in the financial statements.  Guidance is also provided
regarding de-recognition, classification, and disclosure of uncertain
tax positions.  FIN No. 48 is effective for fiscal years beginning
after December 15, 2006.  The Company does not expect that this
interpretation will have a material impact on its financial position,
results of operations, or cash flows.

In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" ("FAS 157"). This
Statement defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosure related
to the use of fair value measures in financial statements.  The
Statement is to be effective for the Company's financial statements
issued in 2008; however, earlier application is encouraged. The Company
is currently evaluating the timing of adoption and the impact that
adoption might have on its financial position or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when quantifying
Misstatements in Current Year Financial Statements ("SAB 108").  SAB
108 requires companies to evaluate the materiality of identified
unadjusted errors on each financial statement and related financial
statement disclosure using both the rollover approach and the iron
curtain approach, as those terms are defined in SAB 108.  The rollover
approach quantifies misstatements based on the amount of the error in
the current year financial statement, whereas the iron curtain approach
quantifies misstatements based on the effects of correcting the
misstatement existing in the balance sheet at the end of the current
year, irrespective of the misstatement's year(s) of origin. Financial
statements would require adjustment when either approach results in
quantifying a misstatement that is material. Correcting prior year
financial statements for immaterial errors would not require previously
filed reports to be amended. If a Company determines that an adjustment
to prior year financial statements is required upon adoption of SAB 108
and does not elect to restate its previous financial statements, then
it must recognize the cumulative effect of applying SAB 108 in fiscal
2006 beginning balances of the affected assets and liabilities with a
corresponding adjustment to the fiscal 2006 opening balance in retained
earnings. SAB 108 is effective for interim periods of the first fiscal
year ending after November 15, 2006. The adoption of SAB 108 did not
have an impact on the Company's consolidated financial statements.

In December 2006, FASB Staff Position No. EITF 00-19-2, "Accounting for
Registration Payment Arrangements," was issued. The FSP specifies that
the contingent obligation to make future payments or otherwise transfer
consideration under a registration payment arrangement, whether issued
as a separate agreement or included as a provision of a financial
instrument or other agreement, should be separately recognized and
measured in accordance with SFAS No. 5, "Accounting for Contingencies."
The Company believes that its current accounting is consistent with the
FSP.




<PAGE>35

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", under which entities will now be permitted
to measure many financial instruments and certain other assets and
liabilities at fair value on an instrument-by-instrument basis. This
Statement is effective as of the beginning of an entity's first fiscal
year that begins 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 157. The Company is currently assessing the impact, if any, the
adoption of SFAS 159 will have on its financial statements.

In May 2007, the FASB issued FASB Staff Position No.FIN 48-1,
Definition of Settlement in FASB Interpretation No.48 ("the FSP"). The
FSP provides guidance about how an enterprise should determine whether
a tax position is effectively settled for the purpose of recognizing
previously unrecognized tax benefits. Under the FSP, a tax position
could be effectively settled on completion of examination by a taxing
authority if the entity does not intend to appeal or litigate the
result and it is remote that the taxing authority would examine or re-
examine the tax position. The Company does not expect that this
interpretation will have a material impact on its financial position,
results of operations, or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), "Business
Combinations," which replaces SFAS No. 141,  "Business Combinations,"
which, among other things, establishes principles and requirements for
how an acquirer entity recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed
(including intangibles) and any noncontrolling interests in the
acquired entity. SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after
December 15, 2008. We are currently evaluating what impact our adoption
of SFAS No. 141(R) will have on our financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No.
51."  SFAS No. 160 amends ARB 51 to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also amends certain of ARB 51's
consolidation procedures for consistency with the requirements of SFAS
No. 141(R). SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008. We are currently evaluating what impact our adoption of SFAS No.
160 will have on our financial statements.

Other accounting standards that have been issued or proposed by the
FASB or other standards-setting bodies that do not require adoption
until a future date are not expected to have a material impact on the
consolidated financial statements upon adoption.




<PAGE>36

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

The response to this item is being submitted as a separate section of
this report beginning on page 42.


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

None


ITEM 8A CONTROLS AND PROCEDURES

Changes in Internal Controls

During the year ended December 31, 2007, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-
15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of December 31, 2007.  Based on this evaluation, our chief executive
officer and chief principal financial officers have concluded such
controls and procedures to be effective as of December 31, 2007 to
ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under
the Act is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management of Pricester is responsible for establishing and maintaining
adequate internal control over financial reporting as derived in Rule
13a-15(f) under the Securities Exchange Act of 1934.  We have assessed
the effectiveness of those internal controls as of December 31, 2007,
using the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") Internal Control-Intergrated Framework as a basis
for our assessment.



<PAGE>37

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.

A material weakness in internal controls is a deficiency in internal
control, or combination of control deficiencies, that adversely affects
the Corporation's ability to initiate, authorize, record, process, or
report external financial data reliably in accordance with accounting
principles generally accepted in the United States of America such that
there is more than a remote likelihood that a material misstatement of
the Corporation's annual or interim financial statements that is more
than inconsequential will not be prevented or detected.  In the course
of making our assessment of the effectiveness of internal controls over
financial reporting, we did not identify any material weakness in our
internal control over financial reporting.  Therefore, it is our
conclusion that Pricester's internal controls over financial reporting
were effective as of December 31, 2007.

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


ITEM 8B OTHER INFORMATION

None



<PAGE>38
PART III

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

The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name                     Position                 Term(s) of Office

                        <c>                         <c>
Edward C. Dillon, age 69  CEO, Director               June 4, 2004
                                                       To present

Nelson Stark, age 51      CFO                          June 4, 2004
                          Director                      To present

Raymond Purdon, age 39    Chairman of the Board       October 32, 2007
                                                       To present

Lee Taylor, age 58        Director                  December 12, 2005
</TABLE>
Resumes

EDWARD C. DILLON.  Mr. Dillon has been chief executive officer since
April 6, 2006 to present. Mr. Dillon has been chief financial officer
and executive vice president of Pricester Nevada since June 4, 2004 to
April 6, 2006.  Mr. Dillon remains a director of Pricester Nevada.  He
is also responsible for shareholder relations and investments.  From
January 2004 to the merger with Pricester Nevada, Mr. Dillon served as
executive vice president for Pricester Florida and he was also
responsible for shareholder relations and investments.  From September
2004 to present, Mr. Dillon also serves as a director.  In April 2003,
Mr. Dillon accepted a position as Contract Manager Consultant to the
Florida Turnpike for Jacobs Engineering a Fortune 500 Company.  April
1996 to April 2002, Mr. Dillon retired to Florida for golf and
relaxation.  In May 1968, Edward Dillon opened Bayshore Steel
Construction in New Jersey where he served as President and CEO until
1996.  Bayshore Steel contracted to erect office buildings, shopping
centers and 20,000,000 sq. ft of warehouse space in central New Jersey.
From 1957 to 1968 he was employed as a Construction Supervisor for a
family owned steel business.

NELSON STARK.  Mr. Stark has been chief financial officer from April 6,
2006 t present. Mr. Stark has been vice president of marketing and
operations of Pricester Nevada since June 4, 2004.  Mr. Stark served as
vice president of marketing and operations of Pricester Florida from
September 2003 until the merger with Pricester Nevada.  He has a
Doctorate in International Business from Nova Southeastern University
in Ft. Lauderdale, Florida.  He received his Degree in May 1997. His
areas of specialization are strategic and international marketing.  He
started his career with the Australian Trade Commission in Miami as
their Marketing Manager in September of 1987 until November 1988. He



<PAGE>39

then became the Marketing Manager for M. & J. Import-Export
International in New York from January 1989 until October 1997.  He was
appointed Center Director for Embry-Riddle Aeronautical University's
Ft. Lauderdale Campus from November 1997 to October 1999.  He was then
appointed Vice President of Marketing for Softrain U.S.A. from January
2000 until June of 2003.

RAYMOND PURDON   Mr. Purdon has over 17 years of experience in the
securities industry, including trading, investment banking, retail and
institutional sales. He is the founder and has been the principal of
Grandview Capital Partners since its launch in October 2006 and is
responsible for the firm's proprietary trading, due diligence and
investments.  Ray oversees Pricester's merger and acquisition
committee.  From July 2003 - October 2006, Mr. Purdon was a senior vice
president and branch manager of GunnAllen Financial.  Mr. Pudon
graduated in 1991 from Seton Hall University with a Bachelor of Arts
degree.

LEE TAYLOR.   Mr. Taylor has a broad background in sales and marketing
management, within both B2B and B2C environments.   He has held
executive level and senior management positions with corporations
including Interval International, Gannett, Inc., TBS International,
Tricom Pictures and Lens Express.  Lee is responsible for sales
development and training, initiation of marketing programs, and
coordination with design and technical areas within the company.
Section 16(a) Beneficial Ownership Reporting Compliance

To the Company's knowledge, no director, officer or beneficial owner
of more than ten percent of any class of equity securities of the
Company failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during 2006.

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar
functions.

Corporate Governance

We have no change in any state law or other procedures by which
security holders may recommend nominees to our board of directors.
In addition to having no nominating committee for this purpose, we
currently have no specific audit committee and no audit committee
financial expert.  Based on the fact that our current business
affairs are simple, any such committees are excessive and beyond the
scope of our business and needs.




<PAGE>40

ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid by
Pricester Nevada to the chief executive officer and any other officers
whose salaries and bonuses exceeded $40,000 or more per year for
services rendered during the periods indicated:
<TABLE>
<CAPTION>
                                    Annual Compensation                  Long-Term Compensation
                      ---------------------------------------------    --------------------------
                                                                        Restricted   Securities
                                                       Other Annual        Stock     Underlying
Name and Principal    Fiscal      Salary       Bonus   Compensation       Awards      Options     All Other
Position               Year         ($)         ($)        ($)              ($)        SAR (#)  Compensation
----------------------------------------------------------------------------------------------------------
<S>                    <C>          <C>         <C>         <C>             <C>            <C>       <C>
Edward C Dillon(1)     2007            0        $  -         $  -        $    -              -          -
Chief Executive        2006      $13,050        $  -         $  -        $    -              -          -
  Officer

Nelson Stark (2)       2007       $7,500        $  -         $  -        $    -              -          -
Chief Financial        2006       $5,800        $  -         $  -        $    -              -          -
Officer
</TABLE>
(1)  Mr. Dillon has served as our president and CEO since April 2006.
Mr. Dillon's fiscal 2007 in addition to his salary, his compensation
included stock awards of 1,500,000 shares of our common stock which
were valued at $388,850.

(2)   Mr. Stark has served as our CFO since April 2006.  In addition to
his salary, Mr. Stark's fiscal 2007 compensation included stock awards
of 50,000 shares of our common stock which were valued at $2,000.

                      Option/SAR Grants in Last Fiscal Year
                                Individual Grants
--------------------------------------------------------------------------------
(a)                 (b)           (c)             (d)         (e)
                    Number of
                    Securities    % of Total
                    Underlying    Options/SARs    Exercise
                    Options/      Granted to      or Base
                    SARs          Employees in    Price       Expiration
Name                Granted(#)    Fiscal Year     ($/Sh)      Date
----------------    ----------    ------------    --------    ------------------

Edward C. Dillon    1,000,000        100.00%        $.40      One year after the
Exec. Vice Pres.                                              effective date of
                                                              the registration



<PAGE>41

                      Option/SAR Grants in Last Fiscal Year
--------------------------------------------------------------------------------
(a)                 (b)           (c)             (d)              (e)
                                                  Number of
                                                  Securities       Value of
                                                  Underlying       Unexercised
                    Shares                        Unexercised      In-the-Money
                    Acquired                      Options/SARs     Options/SARs
                    on                            FY-End(#)        FY-End($)
                    Exercised     Value           Exercisable/     Exercisable/
Name                (#)           Realized($)     Unexercisable    Unexercisable
----------------    ---------     -----------     -------------    -------------
Edward C. Dillon        -              -          1,000,000/0          $0/0
Exec. Vice Pres.

Employment Contracts and Termination of Employment and Change-in
Control Arrangements.  Pricester entered into an employment agreement
on January 14, 2008 with Edward C. Dillon, its chief executive officer
which expires in January 2013.  The employment agreement calls for an
issuance of 500,000 free trading shares of our common stock.
Additionally, based on this agreement, Pricester shall issue 1,000,000
restricted shares of common stock during each fiscal year of the term
of this agreement.

Pricester entered into an employment agreement on January 14, 2008 with
Raymond Purdon, an officer of Pricester which expires in January 2013.
The employment agreement calls for an issuance of 500,000 free trading
shares of Pricester's common stock.  Additionally, based on this
agreement, Pricester shall issue 1,000,000 restricted shares of common
stock during each fiscal year of the term of this agreement.

Directors' compensation.  We do not have any standard arrangements by
which directors are compensated for any services provided as a
director. No cash has been paid to the directors in their capacity as
such.


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

There are currently 40,598,456 (common shares outstanding.  The
following tabulates holdings of common shares and other securities of
Pricester Nevada by each person who, subject to the above, at March 25,
2008, holds of record or is known by management to own beneficially
more than 5.0% of the common shares and, in addition, by all directors
and officers of Pricester Nevada individually and as a group.



<PAGE>42
<TABLE>
Directors and Officers
                                                 Percentage of
                              Number & Class       Outstanding
       Name and Address       of Shares          Common Shares

                              <c>                  <c>
Edward C. Dillon(1)             4,168,000              10.27
3850 Washington St. Apt. 910
Hollywood, FL 33021

Raymond Purdon                   3,000,000              8.64%
25 Fox Hill Drive
Little Silver, NJ 07739

Lee Taylor                         178,500               .51%
10919 SW 135th Court Circle
Miami, FL 33186

Nelson Stark(2)                    280,000               .81%
5130 SW 40th Avenue, Apt. 3B
Fort Lauderdale, FL 33314

Officers and Directors
  as a Group (4 persons)         7,626,500             20.23%
</TABLE>
   (1)Mr. Dillon paid a weighted average of $.18 for the common shares
he currently owns.
   (2)Nelson Stark received his common shares for services valued at
$.10 per common share.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.

All of the directors would be deemed to be promoters of Pricester
Nevada.


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

Edward Dillon, Howard Neu and Nelson Stark, officers of Pricester
advanced funds to Pricester for working capital purposes. The advances
are non-interest bearing and are payable on demand.  At December 31,
2007, Pricester owed these related parties $63,285.




<PAGE>43

Joe Puentes, the former chief technical officer donated compensation
amounting to approximately $15,000 during the year ended December 31,
2007. The donation is recorded as additional paid-in capital and a
corresponding increase to operating expenses.

Director Independence

Our Board of Directors are not independent as such term is defined by a
national securities exchange or an inter-dealer quotation system.
During the fiscal year ended December 31, 2007, there were no
transactions with related persons other than as described in the
section above entitled "Item 10.  Executive Compensation.

ITEM 13.    EXHIBITS

List of Exhibits

   3.i      Articles of Incorporation(1)
   3.ii     By-Laws of Pricester(1)
   3.iii    Agreement and Plan of Reorganization by and between
            Business Advantage #22, Inc., a Nevada corporation and
            Pricester.com, Inc., a Florida corporation(1)
   3.iv     Articles of Merger dated February 9, 2005(3)
   4.i      Form of Specimen of common stock(1)
   5        Consent and Opinion of Legal Counsel, Jody
            Walker, Esq.(4)
   10.1      Agreement dated March 31, 2004 by and between Pricester
               Florida and Taking a Company Public, Inc.(3)
   10.2     Patent Assignment dated November 10, 2004(2)
   10.3     Letter agreement with Proby & Associates dated March 15,
              2004(2)
   10.4     Agreement with CI Host.com(4)
   10.5     Agreement dated July 12, 2004 with Professional
               Microsystems Incorporated, D/B/A as XCENT(4)
   10.6     Agreement dated June 11, 2004 with World Choice Travel(4)
   10.7     Promissory Notes dated February 2005(5)
   10.8     Agreement for Lock-Up and Issuance of Shares(5)
   10.9     Agreement dated March 10, 2005 with MoreMedia Direct(5)
   16       Letter from DiRocco & Company re: change in accountant(4)
23.1     Consent of Independent Auditor(6)
(1) previously filed in Form SB-2 dated September 15, 2004
(2) previously filed in amendment to Form SB-2 dated January 4, 2005
(3) previously filed in amendment to Form SB-2 filed March 9, 2005
(4) previously filed in amendment to Form SB-2 filed April 18, 2005
(5) previously filed in amendment to Form SB-2 filed July 29, 2005
(6) filed herein

The following exhibits are filed with this report:

  Exhibit 31 - 302 certification
  Exhibit 32 - 906 certification




<PAGE>44

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. The aggregate fees billed for the fiscal year ended
December 31, 2007 and 2006 for professional services rendered by Baum
and & Company, PA for the audit of the registrant's annual financial
statements and review of the financial statements included in the
registrant's Form 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or
engagements for the fiscal year, were $21,000 and $15,000,
respectively.

Audit related fees. The aggregate fees billed for the fiscal year ended
December 31, 2007 and 2006 for assurance and related services by Baum &
Company, PA that are reasonably related to the performance of the audit
or review of the registrant's financial statements for the fiscal year
were $0 and $0.

Tax Fees.  The aggregate tax fees and expenses by Baum & Company, PA
for the 2007 and 2006 fiscal years for professional services rendered
for tax compliance, tax advice, and tax planning were $925 and $925,
respectively.

All Other Fees.  We did not incur any other fees from Baum & Company,
PA for the 2007 and 2006 fiscal years.

The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal year 2007 and 2006 were
approved by the Board of Directors pursuant to its policies and
procedures.  We intend to continue using Baum & Company, PA solely for
audit and audit-related services, tax consultation and tax compliance
services, and, as needed, for due diligence in acquisitions.




<PAGE>45

                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Corporation has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.

Date:    April 18, 2008

Pricester.com, Inc.

/s/ Edward C. Dillon
------------------------------
By: Edward C. Dillon, President


Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
<TABLE>
Signature                  Capacity                   Date
  
                        <c>                       <c>

/s/Edward C. Dillon           CEO/Director           4/18/2008
--------------------
Edward C. Dillon

/s/Nelson Stark              CFO/Director            4/18/2008
--------------------          Controller
Nelson Stark

/s/Raymond Purdon             Director               4/18/2008
--------------------
Raymond Purdon

/s/Lee Taylor                 Director               4/18/2008
---------------------
Lee Taylor
</TABLE>



<PAGE>46

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Pricester.com, Inc.
Hollywood, Florida

We have audited the accompanying consolidated balance sheet of
Pricester.com, Inc. and Subsidiary as of December 31, 2007, and the
related consolidated statements of operations, changes in stockholders'
deficit and cash flows for the years ended December 31, 2007 and 2006.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these consolidated 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 audit 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 purposes of
expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining on a test basis, evidence
supporting the amount and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Pricester.com, Inc. and Subsidiary as of December 31, 2007, and the
results of their operations and their cash flows for the years ended
December 31, 2007 and 2006, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 7 to
the financial statements, the Company has an accumulated deficit of
$4,422,607 and has net losses and cash used in operations of $1,467,212
and $199,217, respectively, for the years ended December 31, 2007 and
2006. This raises substantial doubt about its ability to continue as a
going concern. Management's plans in regards to these matters are also
described in Note 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

                                          /s/ Baum & Company, PA
                                          ----------------------
                                          Certified Public Accountants

Fort Lauderdale, Florida
3/31/2008

<PAGE>47

                   PRICESTER.COM, INC. AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEET
                           December 31, 2007

          ASSETS

CURRENT ASSETS:
  Cash                                                     $      850
  Prepaid expense and other current asset                       3,160
                                                           ----------
    Total current assets                                        4,010
                                                           ----------

PROPERTY AND EQUIPMENT, net                                     3,895
                                                           ----------

Total assets                                               $    7,905
                                                           ==========

          LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                    $   73,421
  Loans payable                                               131,500
  Due to related parties                                       63,285
  Deferred revenue                                              1,692
                                                           ----------
    Total current liabilities                                 269,898
                                                           ----------

STOCKHOLDERS' DEFICIT:
  Common stock, $0.001 par value, 50,000,000 authorized,
   28,948,873 issued outstanding                               28,949
  Additional paid-in capital                                4,287,378
  Accumulated deficit                                      (4,437,200)
  Deferred compensation - stock based                        (141,120)
                                                           ----------
    Total stockholders' deficit                              (261,993)
                                                           ----------
Total liabilities and stockholders' deficit                $    7,905
                                                           ==========





See notes to consolidated financial statements.




<PAGE>48

                   PRICESTER.COM, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF OPERATIONS

                                                For the years ended
                                                    December 31,
                                                 2007         2006
                                              ----------   ----------
Net Sales                                     $  179,176   $  139,338
                                              ----------   ----------
Operating expenses:
  Advertising                                      4,274        8,147
  Professional fees                               60,181       26,219
  Consulting fees                                698,882       82,086
  Compensation                                   701,064      264,432
  Other selling, general and administrative      181,987      227,923
                                              ----------   ----------
    Total operating expenses                   1,646,388      608,807
                                              ----------   ----------
Loss from operations                          (1,467,212)    (469,469)
                                              ----------   ----------

Other income (expenses):
  Interest expense                                     -         (350)
                                              ----------   ----------
    Total other income (expenses)                      -         (350)
                                              ----------   ----------
Loss before provision for income taxes        (1,467,212)     (469,819)

Provision for income taxes                             -            -
                                              ----------   ----------
Net loss                                      $(1,467,212) $  (469,819)
                                              ==========   ==========

Net loss per common share - basic and diluted $    (0.05)  $    (0.02)
                                              ==========   ==========
Weighted average number of shares
  outstanding - basic and diluted             26,937,130   23,702,170
                                              ==========   ==========





See notes to consolidated financial statements.




<PAGE>49

                   PRICESTER.COM, INC. AND SUBSIDIARY
       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
             FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
<TABLE>
<CAPTION>
                                                         Common Stock,
                                                        $.001 Par Value
                                                        ---------------       Additional
                                                     Number of                  Paid-in
                                                      Shares       Amount       Capital
                                                    ----------   ----------   ----------

                                                 <c>          <c>          <c>
Balance, December 31, 2005                          22,975,967       22,976    2,456,597

Sale of common stock                                   830,400          831      191,119

Common stock returned to treasury                            -            -        1,000

Common stock issued for services                       655,250          655      443,927

Common stock issued for settlement of
 accounts payable                                       20,000           20        9,980

Donation of officers' compensation                           -            -       20,900

Amortization of deferred compensation                        -            -            -

Net loss for the year ended
 December 31, 2006                                           -            -            -
                                                    ----------   ----------   ----------
Balance, December 31, 2006                          24,481,617       24,482    3,123,523

Sale of common stock                                 1,057,856        1,058       95,281

Sale of treasury stock for cash and services                 -            -       29,000

Common stock issued for services                     3,409,400        3,409      869,672

Grant of stock options for services                          -            -      154,902

Donation of officer's compensation                           -            -       15,000

Amortization of deferred compensation                        -            -            -

Net loss for year ended December 31, 2007                    -            -            -
                                                    ----------   ----------   ----------
Balance, December 31, 2007                           28,948,873  $   28,949   $4,287,378

</TABLE>




<PAGE>50

                   PRICESTER.COM, INC. AND SUBSIDIARY
CONTINUED   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
             FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>
                                                                                 Total
                                       Accumulated   Treasury     Deferred  Stockholders'
                                         Deficit       Stock    Compensation    Deficit
                                       ----------   ----------   ----------   ----------

                                    <c>          <c>          <c>          <c>
Balance, December 31, 2005             (2,500,169)           -            -      (20,596)

Sale of common stock                            -            -            -      191,950

Common stock returned to treasury               -       (1,000)           -            -

Common stock issued for services                -            -     (415,000)      29,582

Common stock issued for settlement of
 accounts payable                               -            -            -       10,000

Forfeiture of officers' compensation            -            -            -       20,900

Amortization of deferred compensation           -            -       86,500       86,500

Net loss for the year ended
 December 31, 2006                       (469,819)           -            -     (469,819)
                                       ----------   ----------   ----------   ----------
Balance, December 31, 2006             (2,969,988)      (1,000)    (328,500)    (151,483)

Sale of common stock                            -            -            -            -

Sale of treasury stock for
  cash and services                             -        1,000            -       30,000

Common stock issued for services                -            -     (457,500)     415,581

Grant of stock options for services             -            -     (154,902)           -
Donation of officer's compensation              -            -            -       15,000

Amortization of deferred compensation           -            -      799,782      799,782

Net loss for year ended December
  31, 2007                             (1,467,212)           -            -   (1,467,212)
                                      -----------   ----------   ----------   ----------
Balance, December 31, 2007            $(4,437,200)  $        -   $ (141,120)  $( 261,993)

</TABLE>


See notes to consolidated financial statements.




<PAGE>51

                   PRICESTER.COM, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    For the Year
                                                 Ended December 31,
                                                 2007         2006
                                              ----------   ----------
Cash flows from operating activities:
  Net loss                                   $ (1,467,212) $ (469,819)
                                             ------------  ----------
  Adjustments to reconcile net loss to net cash
  used in operations:
    Depreciation and amortization                   3,128       6,005
    Bad debts                                           -       1,500
    Common stock issued for services              430,581      29,582
    Amortization of deferred compensation         799,782      86,500
    Donation of former officer's compensation      15,000      20,900
  Changes in assets and liabilities:
    Accounts receivable                                 -        (554)
    Prepaid expenses and other                       (160)        (33)
    Due from stockholder                                -       5,000
    Deposits                                        1,302           -
    Accounts payable and accrued expenses          24,626     (22,563)
    Deferred revenues                              (6,264)      7,956
                                               -----------   --------
      Total adjustments                         1,267,995     134,293
                                               ----------   ---------
Net cash used in operating activities            (199,217)   (335,526)
                                               ----------   ---------
Cash flows from investing activities:
  Capital expenditures                                  -        (278)
                                               ----------   ---------
Net cash used in investing activities                   -        (278)
                                               ----------   ---------
Cash flows from financing activities:
  Proceeds from sale of common stock             111,339      191,950
  Proceeds from loans payable                     65,000       80,500
  Repayment of loans payable                      (7,000)      (9,000)
  Proceeds from related parties                   38,000       65,600
  Payments on related party advances             (35,100)     (15,250)
                                              ----------   ----------
Net cash provided by financing activities        172,239      320,800
                                              ----------   ----------
Net decrease in cash                             (26,978)     (15,004)
Cash - beginning of the year                      27,828       42,832
                                              ----------   ----------
Cash - end of the year                        $      850   $   27,828
                                              ==========   ==========




<PAGE>52

                   PRICESTER.COM, INC. AND SUBSIDIARY
CONTINUED         CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    For the Year
                                                 Ended December 31,
                                                 2007         2006
                                              ----------   ----------
Supplemental disclosure of cash flow information:
  Cash paid for :
    Interest                                  $        -   $      350
                                              ==========   ==========
    Income taxes                              $        -   $        -
                                              ==========   ==========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Common stock issued for future services   $  141,120   $  328,500
                                              ==========   ==========
    Common stock issued for settlement of
      accounts payable                        $        -   $   10,000
                                              ==========   ==========
    Common stock and options issued for
      services and compensation               $  612,402   $  415,000
                                              ==========   ==========




See notes to consolidated financial statements.




<PAGE>53

PRICESTER.COM, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2007

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of presentation

The consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of
America ("US GAAP"). The consolidated statements include the accounts
of Pricester.com, Inc. and its wholly-owned subsidiary. All significant
inter-company balances and transactions have been eliminated.

Organization

The Company was incorporated under the name Pricester, Inc. on April
19, 2001 in the State of Florida. On October 20, 2002 the Company
changed its name to Pricester.com, Inc.

On February 11, 2005, Pricester.Com (the "Company") merged into
Pricester.com, Inc, ("BA22") a public non-reporting company (that was
initially incorporated in Nevada in March 1998 as Business Advantage
#22, Inc). BA22 acquired 100% of the Company's outstanding common stock
by issuing one share of its common stock for each share of the
Company's then outstanding common stock of 21,262,250 shares. The
acquisition was treated as a recapitalization for accounting purposes.

Through December 31, 2005, the Company was a developmental stage e-
commerce company. The Company currently operates an e-commerce website
that enables any business to establish a fully functional online retail
presence. Pricester.com is an Internet marketplace which allows vendors
to host their website with product and service listings and allows
consumers to search for listed products and services.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates. Significant estimates in 2007 and 2006 include
the valuation of stock-based compensation, and the useful life of
Property, equipment and website development.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid instruments purchased with a maturity of
three months or less and money market accounts to be cash equivalents.



<PAGE>54

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments," requires disclosures of
information about the fair value of certain financial instruments for
which it is practicable to estimate the value. For purpose of this
disclosure, the fair value of a financial instrument is the amount at
which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or liquidation.

The carrying amounts reported in the consolidated balance sheet for
cash, accounts payable and accrued expenses approximate their fair
market value based on the short-term maturity of these instruments.

Property and Equipment

Property and equipment are stated at cost.  Depreciation and
amortization are provided using the straight-line method over the
estimated economic lives of the assets, which are from five to
seven years. Expenditures for major renewals and betterments that
extend the useful lives of property and equipment are capitalized.
Expenditures for maintenance and repairs are charged to expense as
incurred.

Website Development

Costs that the Company has incurred in connection with developing the
Company's websites are capitalized and amortized using the straight-
line method over expected useful lives of three years.

Impairment of Long-lived Assets

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," The Company periodically reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate that
the carrying amount of the assets may not be fully recoverable. The
Company recognizes an impairment loss when the sum of expected
undiscounted future cash flows is less than the carrying amount of the
asset. The amount of impairment is measured as the difference between
the asset's estimated fair value and its book value. The Company did
not consider it necessary to record any impairment charges during the
year ended December 31, 2007.

Non-employee Stock-Based Compensation

The cost of stock based compensation awards issued to non-employees for
services are recorded at either the fair value of the services rendered
or the instruments issued in exchange for such services, whichever is
more readily determinable, using the measurement date guidelines
enumerated in Emerging Issues Task Force Issue ("EITF") 96-18,

<PAGE>55

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

"Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or
Services" ("EITF 96-18").

Stock-Based Compensation

Effective January 1, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS
No. 123R"). SFAS No. 123R establishes the financial accounting and
reporting standards for stock-based compensation plans.  As required by
SFAS No. 123R, the Company recognized the cost resulting from all
stock-based payment transactions including shares issued under its
stock option plans in the financial statements.

Prior to January 1, 2006, the Company accounted for stock-based
employee compensation plans (including shares issued under its stock
option plans) in accordance with APB Opinion No. 25 and followed the
pro forma net income, pro forma income per share, and stock-based
compensation plan disclosure requirements set forth in the Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("SFAS No. 123"). For the year ended December 31, 2007,
the Company did not grant any stock options to employees.

Net Loss per Common Share

Basic loss per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period.
The computation of diluted net earnings per share does not include
dilutive common stock equivalents in the weighted average shares
outstanding as they would be anti-dilutive. As of December 31, 2007,
there were options to purchase 3,025,000 shares of common stock which
could potentially dilute future earnings per share.

Income Taxes

Income taxes are accounted for under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," which is an asset and
liability approach that requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of events that
have been recognized in the Company's financial statements or tax
returns.

Research and Development

Research and development costs, if any, are expensed as incurred.

Advertising

Advertising is expensed as incurred. Advertising expense for the years
ended December 31, 2007 and 2006 amounted to $4,274 and $8,147,
respectively.

<PAGE>56

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Revenue Recognition

The Company follows the guidance of the Securities and Exchange
Commission's Staff Accounting Bulletin 104 for revenue recognition. In
general, the Company records revenue when persuasive evidence of an
arrangement exists, services have been rendered or product delivery has
occurred, the sales price to the customer is fixed or determinable, and
collectibility is reasonably assured. The following policies reflect
specific criteria for the various revenues streams of the Company:

The Company has three primary revenue sources: website design,
transaction fees, and hosting fees.

     -    Website design revenue is recognized as earned when the
website is complete, control is transferred and the customer has
accepted its website, usually within seven days of the order.
     -    Transaction fee income comprises fees charged for use of
credit cards or other forms of payment in the purchase of items sold on
the customers' websites. The transaction fee income is recognized as
earned when funds transfers (via credit card or other forms of
payments) between the buyer and seller has been authorized.
     -    Revenues from website hosting fees are recognized when
earned. Web hosting fees received in advance are reflected as deferred
revenue on the accompanying balance sheet.

Recent accounting pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income
Taxes-an interpretation of FASB Statement No. 109." T his
interpretation provides guidance for recognizing and measuring
uncertain tax positions, as defined in SFAS No. 109, "Accounting for
Income Taxes." FIN No. 48 prescribes a threshold condition that a tax
position must meet for any of the benefit of an uncertain tax position
to be recognized in the financial statements.  Guidance is also
provided regarding de-recognition, classification, and disclosure of
uncertain tax positions. FIN No. 48 is effective for fiscal years
beginning after December 15, 2006.  The Company does not expect that
this interpretation will have a material impact on its financial
position, results of operations, or cash flows.

In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" ("FAS 157"). This
Statement defines fair value as used in numerous accounting
pronouncements, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosure related
to the use of fair value measures in financial statements.  The
Statement is to be effective for the Company's financial statements
issued in 2008; however, earlier application is encouraged. The Company
is currently evaluating the timing of adoption and the impact that
adoption might have on its financial position or results of operations.

<PAGE>57

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Recent accounting pronouncements (continued)

In September 2006, the SEC issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when quantifying
Misstatements in Current Year Financial Statements ("SAB 108"). SAB 108
requires companies to evaluate the materiality of identified unadjusted
errors on each financial statement and related financial statement
disclosure using both the rollover approach and the iron curtain
approach, as those terms are defined in SAB 108.  The rollover approach
quantifies misstatements based on the amount of the error in the
current year financial statement, whereas the iron curtain approach
quantifies misstatements based on the effects of correcting the
misstatement existing in the balance sheet at the end of the current
year, irrespective of the misstatement's year(s) of origin. Financial
statements would require adjustment when either approach results in
quantifying a misstatement that is material. Correcting prior year
financial statements for immaterial errors would not require previously
filed reports to be amended. If a Company determines that an adjustment
to prior year financial statements is required upon adoption of SAB 108
and does not elect to restate its previous financial statements, then
it must recognize the cumulative effect of applying SAB 108 in fiscal
2006 beginning balances of the affected assets and liabilities with a
corresponding adjustment to the fiscal 2006 opening balance in retained
earnings. SAB 108 is effective for interim periods of the first fiscal
year ending after November 15, 2006. The adoption of SAB 108 did not
have an impact on the Company's consolidated financial statements.

In December 2006, FASB Staff Position No. EITF 00-19-2, "Accounting for
Registration Payment Arrangements," was issued. The FSP specifies that
the contingent obligation to make future payments or otherwise transfer
consideration under a registration payment arrangement, whether issued
as a separate agreement or included as a provision of a financial
instrument or other agreement, should be separately recognized and
measured in accordance with SFAS No. 5, "Accounting for Contingencies."
The Company believes that its current accounting is consistent with the
FSP.

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", under which entities will now be permitted
to measure many financial instruments and certain other assets and
liabilities at fair value on an instrument-by-instrument basis. This
Statement is effective as of the beginning of an entity's first fiscal
year that begins 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 157. The Company is currently assessing the impact, if any, the
adoption of SFAS 159 will have on its financial statements.



<PAGE>58

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Recent accounting pronouncements (continued)

In May 2007, the FASB issued FASB Staff Position No. FIN 48-1,
Definition of Settlement in FASB Interpretation No.48 ("the FSP").  The
FSP provides guidance about how an enterprise should determine whether
a tax position is effectively settled for the purpose of recognizing
previously unrecognized tax benefits.  Under the FSP, a tax position
could be effectively settled on completion of examination by a taxing
authority if the entity does not intend to appeal or litigate the
result and it is remote that the taxing authority would examine or re-
examine the tax position.  The Company does not expect that this
interpretation will have a material impact on its financial position,
results of operations, or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), "Business
Combinations," which replaces SFAS No. 141,  "Business Combinations,"
which, among other things, establishes principles and requirements for
how an acquirer entity recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed
(including intangibles) and any noncontrolling interests in the
acquired entity. SFAS No. 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after
December 15, 2008. We are currently evaluating what impact our adoption
of SFAS No. 141(R) will have on our financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No.
51."  SFAS No. 160 amends ARB 51 to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary.  It also amends certain of ARB 51's
consolidation procedures for consistency with the requirements of SFAS
No. 141(R). SFAS No. 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  We are currently evaluating what impact our adoption of SFAS No.
160 will have on our financial statements.

Other accounting standards that have been issued or proposed by the
FASB or other standards-setting bodies that do not require adoption
until a future date are not expected to have a material impact on the
consolidated financial statements upon adoption.



<PAGE>59

NOTE 2 - PROPERTY AND EQUIPMENT

At December 31, 2007, property and equipment consist of the following:

                                             Useful Life
                                               (Years)
                                             -----------
  Computer equipment and software                  5       $  12,542
  Office furniture and fixtures and
    equipment                                      7           4,328
                                                           ---------
                                                              16,870

  Less accumulated depreciation                              (12,975)
                                                            --------
                                                            $  3,895
                                                            ========

For the years ended December 31, 2007 and 2006, depreciation expense
amounted to $3,128 and $3,100, respectively.

NOTE 3 - WEBSITE DEVELOPMENT COSTS

At December 31, 2007, website development costs consist of the
following:

                                          Useful Life
                                            (Years)
                                           ----------
  Web development costs                        3       $   14,939
  Less:  accumulated amortization                         (14,939)
                                                       ----------
                                                       $        -
                                                       ==========

Amortization expense amounted to $0 and $2,905 for the year ended
December 31, 2007 and 2006, respectively.

NOTE 4 - LOANS PAYABLE

The former chief technical officer advanced funds to the Company for
working capital purposes. The advances are non-interest bearing and are
payable on demand.  At December 31, 2007, the Company owed $131,500 as
reflected in the accompanying balance sheet.

NOTE 5 - RELATED PARTY TRANSACTIONS

Certain officers of the Company advance funds to the Company for
working capital purposes. The advances are non-interest bearing and are
payable on demand.  At December 31, 2007, the Company owed these
related parties $63,285.



<PAGE>60

NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

The former chief technical officer donated compensation amounting to
approximately $15,000 during the year ended December 31, 2007. The
donation is recorded as additional paid-in capital and a corresponding
increase to operating expenses.

NOTE 6 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" "SFAS 109".
SFAS 109 requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the
financial statements and the tax basis of assets and liabilities, and
for the expected future tax benefit to be derived from tax losses and
tax credit carryforwards. SFAS 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets. The Company has a net operating
loss carryforward for tax purposes totaling approximately $4,049,000 at
December 31, 2007 expiring through the year 2027. Internal Revenue Code
Section 382 places a limitation on the amount of taxable income that
can be offset by carryforwards after a change in control (generally
greater than a 50 percent change in ownership).

Temporary differences, which give rise to a net deferred tax asset, are
as follows:

                                          2007            2006
                                     --------------------------------
Computed "expected" benefit          $ (493,890)(34%) $ (159,738)(34%)
State tax benefit, net of federal
  effect                                (58,105) (4%)    (18,793) (4%)
Other permanent differences                   -   0%      44,111   9%
Increase in valuation allowance         551,995  38%     134,420  29%
                                      -------------------------------
                                     $        -   -   $        -    -
                                     ================================
Deferred tax assets and liabilities are provided for significant income
and expense items recognized in different years for tax and financial
reporting purposes. Temporary differences, which give rise to a net
deferred tax asset is as follows:

                                                 2007
                                              ----------
Deferred tax assets:
  Net operating loss carryforward           $  1,551,437

Less:  Valuation allowance                    (1,551,437)
                                              ----------
                                                      --
                                              ==========

The valuation allowance at December 31, 2007 was $1,551,437.  The
increase during fiscal 2007 was $551,995.



<PAGE>61

NOTE 7 - GOING CONCERN

The accompanying financial statements are prepared assuming the Company
will continue as a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal
course of business over a reasonable length of time. The Company was in
the development stage through December 31, 2005 and has an accumulated
deficit of $4,437,200 at December 31, 2007, had net losses and negative
cash flows from operations for the year ended December 31, 2007 of
$1,467,212 and $199,217, respectively.  While the Company is attempting
to increase revenues, the growth has not been significant enough to
support the Company's daily operations.  During the year ended December
31, 2006, the Company sold 830,400 common shares for net proceeds of
$191,950.  Additionally, during the year ended December 31, 2007, the
Company sold 1,057,856 common shares and 1,000,000 shares of treasury
stock for net proceeds of $111,339.

Management has developed a strategy to raise additional funds by way of
a public or private offering.  While the Company believes in the
viability of its strategy to increase sales volume and in its ability
to raise additional funds, there can be no assurances to that effect.
The Company's limited financial resources have prevented the Company
from aggressively advertising its products and services to achieve
consumer recognition. These financial statements do not include any
adjustments relating to the recoverability and classifications of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.

NOTE 8 - STOCKHOLDERS' DEFICIT

Common Stock

During fiscal 2006, the Company sold 830,400 shares of the Company's
common stock for net proceeds of $191,950.

During fiscal 2006, the Company issued 105,000 shares of common stock
for business development services and director services. The Company
valued these common shares at the fair market value on the date of
grant at per share price of $.50 based on the current selling price of
common shares or an aggregate of $52,500. In connection with issuance
of these shares, for the year ended December 31, 2006, the Company
recorded stock-based consulting expense of $52,500.

On March 17, 2006, the Company's Chief Executive Officer returned
1,000,000 shares of the Company's common stock to the Company.

On May 12, 2006, in connection with an employment agreement dated
December 12, 2005, the Company issued 20,000 shares of common stock to
an employee for services performed. The Company valued these common
shares at the fair market value on the date of grant at per share price
of $.25 based on the current selling price of common shares. In
connection with issuance of these shares, the Company recorded stock-
based compensation expense of $5,000. Additionally, the employee is
entitled to receive an additional 80,000 shares based on the attainment
of certain sales quotas as defined in the employment agreement.

<PAGE>62

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

Common Stock (continued)

On May 15, 2006, the Company issued 20,000 shares of common stock in
connection with a settlement of accounts payable of $10,000.

On December 11, 2006, the Company issued 30,250 shares of common stock
for services rendered to eight employees of the Company. The Company
valued these common shares at the fair market value on the date of
grant at $.73 per share or $22,083. In connection with issuance of
these shares, the Company recorded stock-based compensation expense of
$22,083.

On December 22, 2006, in connection with a three month consulting
agreement, the Company issued 500,000 shares of common stock for
corporate advisory services.  The Company valued these common shares at
the fair market value on the date of grant at $.073 per share or
$365,000. In connection with issuance of these shares, the Company
recorded consulting fees of $36,500 during the year ended December 31,
2006 and consulting expense of $328,500 during the year ended December
31, 2007.

During fiscal 2007, the Company received net proceeds of $111,339 from
the sale of 1,057,856 shares of the Company's common stock and
1,000,000 shares of treasury stock.  In connection with the sale of the
1,000,000 shares of treasury stock, the Company received gross proceeds
of $15,000 and recognized stock based consulting expense of $15,000
during the year ended December 31, 2007.

On February 20, 2007, the Company issued 180,000 shares of common stock
for services rendered to a director of the Company. The Company valued
these common shares at the fair market value on the date of grant at
$.55 per share or $99,000. In connection with issuance of these shares,
the Company recorded stock-based compensation expense of $99,000 during
the year ended December 31, 2007.

On April 1, 2007, in connection with a twelve month consulting
agreement, the Company issued 400,000 shares of common stock for
corporate advisory services.  The Company valued these common shares at
the fair market value on the date of grant at $.34 per share or
$136,000. In connection with the issuance of these shares during the
year ended December 31, 2007, the Company recorded stock-based
consulting expense of $102,000 and deferred consulting expense of
$34,000 to be amortized over the balance of the service period.

In April 2007, in connection with a three month consulting agreement,
the Company issued 30,000 shares of common stock for business
development services.  The Company valued these common shares at the
fair market value on the date of grant at $.37 per share or $11,100. In
connection with issuance of these shares, the Company recorded stock-
based consulting expense of $11,100 during the year ended December 31,
2007.

<PAGE>63

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

Common Stock (continued)

In April 2007, in connection with a three month consulting agreement,
the Company issued 100,000 shares of common stock for corporate
advisory services.  The Company valued these common shares at the fair
market value on the date of grant at $.23 per share or $23,000. In
connection with issuance of these shares, the Company recorded stock-
based consulting expense of $23,000 during the year ended December 31,
2007.

On April 24, 2007, the Company agreed to issue 500,000 shares of common
stock to the Company's CEO for services to be rendered in the future.
The Company valued these common shares at the fair market value on the
date of grant at $.26 per share or $130,000. In connection with these
shares, the Company recorded stock- based compensation during the year
ended December 31, 2007 of $130,000.

On April 24, 2007, the Company issued 1,000,000 shares of common stock
to the Company's CEO for past services rendered. The Company valued
these common shares at the fair market value on the date of grant at
$.26 per share or $258,850. In connection with the issuance of these
shares, the Company recorded salaries for the Chief Executive Officer
of $258,850.

In May 2007, the Company issued in aggregate 136,900 shares of common
stock to various employees of the Company for services rendered. The
Company valued these common shares at the fair market value on the date
of grants ranging from $.20 to $.25 per share or $28,880 and has been
recorded as stock-based compensation during the year ended December 31,
2007.

In May 2007, in connection with a three month consulting agreement, the
Company issued 200,000 shares of common stock for corporate advisory
services. The Company valued these common shares at the fair market
value on the date of grant at $.38 per share or $76,000. Additionally,
in June 2007 the Company issued 200,000 shares of common stock to
extend the term of this consulting agreement up to December 14, 2007.
The Company valued these common shares at the fair market value on the
date of grant at $.13 per share or $26,000. In connection with issuance
of these shares during the year ended December 31, 2007, the Company
recorded stock-based consulting expense of $102,000.

On June 28, 2007, in connection with a twelve month consulting
agreement, the Company issued 350,000 shares of common stock for
corporate advisory services.  The Company valued these common shares at
the fair market value on the date of grant at $.19 per share or
$66,500. In connection with the issuance of these shares during the
year ended December 31, 2007, the Company recorded stock-based
consulting expense of $33,614 and deferred consulting expense of
$32,886 to be amortized over the service period.



<PAGE>64

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

Common Stock (continued)

In August 2007, the Company issued in aggregate 105,000 shares of
common stock to two employees of the Company for services rendered. The
Company valued these common shares at the fair market value on the date
of grant at $.09 per share or $9,450 and has been recorded as stock-
based compensation during the year ended December 31, 2007.

In December 2007, the Company issued in aggregate 207,500 shares of
common stock to the Company's officer, directors and certain employees
of the Company for services rendered.  The Company valued these common
shares at the fair market value on the date of grant at $.04 per share
or $8,300 and has been recorded as stock-based compensation during the
year ended December 31, 2007.

Stock Options

On July 28, 2006, the Company entered into an investor relation
agreement with a term of one year. In connection with this agreement,
the Company granted 250,000 options with an exercise price of $2.50 and
expires on August 1, 2009. The first 125,000 options will vest on
February 1, 2007 and the remaining options will vest on August 1, 2007,
however, the options may vest earlier if the Company experiences
material change of control as defined in the investor relations
agreement. Additionally, the Company has unconditional right of
termination during the period February 1, 2007 to February 8, 2007
which will cease further payments and cancel all options granted unless
the exercise price is lower than the fair market value of the common
stock. The Company has exercised the unconditional right of termination
on February 2, 2007 and the exercise price of such options remain lower
than the fair market value of the common stock.  Accordingly the
Company did not value these unvested options.

On June 28, 2007, the Company granted one-year options to purchase
1,000,000 shares of common stock in connection with a twelve month
consulting agreement for corporate advisory services at an exercise
price of $.05 per share. The Company valued these options utilizing the
Black-Scholes options pricing model at approximately $0.16 or $154,902.
For the year ended December 31, 2007, in connection with these
options, the Company recorded stock based consulting expense of
$80,668 and deferred compensation of $74,234 to be amortized over the
service period. The Company amended this agreement in February 2008
(see Note 10).

A summary of the stock options as of December 31, 2007 and 2006 and
changes during the periods is presented below:



<PAGE>65

NOTE 8 - STOCKHOLDERS' DEFICIT (CONTINUED)

Stock Options (continued)
<TABLE>
<CAPTION>
                        Year Ended December 31, 2007      Year Ended December 31, 2006
                        ----------------------------      ----------------------------
                                          Weighted Average    Number of      Average
                                Number       Exercise          Options       Exercise
                               Of Options     Price           Weighted        Price
                               ----------  --------------     ---------      --------

                                <c>          <c>              <c>           <c>
Balance at beginning of year   2,025,000      $    0.40        2,025,000     $ 0.40
Granted                        1,000,000           0.05                -          -
Exercised                              -              -                -          -
Forfeited                              -              -                -          -
                               ---------      ---------        ---------     ------
Balance at end of year         3,025,000      $    0.28        2,025,000     $ 0.40
                               =========      =========        =========     ======
Options exercisable at
  end of year                  3,025,000      $    0.28        2,025,000     $ 0.40
                               =========      =========        =========     ======
</TABLE>
The following table summarizes the Company's stock option outstanding
at December 31, 2007:

OPTIONS OUTSTANDING AND EXERCISABLE
-----------------------------------

                                         WEIGHTED       WEIGHTED
                                          AVERAGE       AVERAGE
          RANGE OF                       REMAINING      EXERCISE
      EXERCISE PRICE       NUMBER          LIFE          PRICE
      --------------       ------        ---------      --------
           $ 0.40        2,025,000     1 year after       0.40
                                        effective
                                        registration

           $ 0.05        1,000,000     .50 year           0.05

NOTE 9 - COMMITMENTS

Operating Leases

The Company leases office space under an operating lease that expires
in August 2008. The office lease agreement has certain escalation
clauses and renewal options. If the Company exercises the option to
renew, the base rent shall increase by 3% per each lease year. Future
minimum rental payments required under the operating lease are as
follows:

          Period Ended December 31, 2008      $   12,640
                                              ----------
     Total                                    $   12,640
                                              ==========

<PAGE>66

NOTE 9 - COMMITMENTS (CONTINUED)

Rent expense, including common area charges and sales taxes, for the
years ended December 31, 2007 and 2006 was $34,167 and $38,110,
respectively.

Employment Contracts

The Company entered into an employment agreement on January 14, 2008
with its chief executive officer which expires in January 2013.  The
employment agreement calls for an issuance of 500,000 free trading
shares of the Company's common stock. Additionally, based on this
agreement, the Company shall issue 1,000,000 restricted shares of
common stock during each fiscal year of the term of this agreement.

The Company entered into an employment agreement on January 14, 2008
with an officer of the Company which expires in January 2013.  The
employment agreement calls for an issuance of 500,000 free trading
shares of the Company's common stock. Additionally, based on this
agreement, the Company shall issue 1,000,000 restricted shares of
common stock during each fiscal year of the term of this agreement.

NOTE 10 - SUBSEQUENT EVENTS

Between January 2008 and February 2008, the Company received net
proceeds of $177,113 and a subscription receivable of $24,000 from the
sale of 5,883,583 shares of the Company's common stock.

In January 2008, the Company issued 66,000 shares of common stock to
officers of the Company in connection with a settlement of related
party debts of $32,800.

In January 2008, a related party affiliate assumed a debt amounting to
$108,000 from a former chief technical officer of the Company in
exchange for shares of stocks owned by such related party affiliate.
The related party affiliate's managing partner is an officer of the
Company. The assumed debt may be paid in a combination of the Company's
stock and/or cash.

In January 2008, in connection with a three month consulting agreement,
the Company issued 800,000 shares of common stock for investor
relations services.  The Company valued these common shares at the fair
market value on the date of grant at $.07 per share or $56,000.

In January 2008, the Company issued in aggregate 3,000,000 shares of
common stock to the Company's CEO and an officer of the Company in
connection with employment agreements dated January 14, 2008 (see Note
9). The Company valued these common shares at the fair market value on
the date of grant at $.07 per share or $210,000 and has been recorded
as stock-based compensation.



<PAGE>67

NOTE 10 - SUBSEQUENT EVENTS (continued)

In February 2008, in connection with a twelve month consulting
agreement, the Company issued 500,000 shares of common stock for
corporate advisory services.  The Company valued these common shares at
the fair market value on the date of grant at $.18 per share or
$90,000.

In February 2008, the Company amended a consulting agreement entered
into on June 28, 2007, whereby the consultant will no longer receive
the 1,000,000 options to purchase the Company's common stock but
instead shall receive 1,000,000 shares of the Company's common stock
(see Note 8).  The Company valued these common shares at the fair
market value on the date of grant at $.10 per share or $100,000.  The
Company has recognized stock-based consulting expense of $80,668 during
fiscal 2007, in connection with this agreement.  Accordingly, as a
result of this amended agreement, the Company shall recognized stock-
based consulting expense of $19,332 during fiscal 2008.

In March 2008, the Company received net proceeds of $18,000 from the
sale of 400,000 shares of the Company's common stock.