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

                              --------------------

                                  FORM 10-KSB

                              --------------------

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended: December 31, 2006

                                       OR

[ ]  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                              Identification
       organization) Number)


    3900 Hollywood Blvd. Suite 203,
             Hollywood, FL                                   33021
(Address of principal executive offices)                   (Zip Code)


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


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>


The Corporation's revenues for the year ended December 31, 2006 were $139,338.
As of February 28, 2007, the market value of the Corporation's voting $.00l par
value common stock held by non-affiliates of the Corporation was $4,315,339.60

The number of shares outstanding of Corporation's only class of common stock, as
of December 31, 2006 was 23,971,617 and February 28, 2007 was 24,501,617 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>

                                     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 of which $45,000 has been paid to date. 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 Decemer 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 $139,338 for the year
ended December 31, 2006 and $23,302 for the year ended December 31, 2005. 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

                                       3

<PAGE>


services. We have attracted upwards of 10,810 websites to date with over 134,674
item listings.

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.

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

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 are 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.

                                       4

<PAGE>

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.

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.

Even though our revenues for the years ended December 31, 2006 and 2005 were
minimal, American consumers in the third quarter of 2005, spent $22.3 billion
buying goods online. Based on recent U.S. Census Bureau statistics, this
seemingly large figure represents a miniscule 2.3 percent of total U.S. retail
sales for the period. Based on in-house research, virtually all major retailers,
from the major department store companies to electronic and apparel retailers,
maintain a presence online with easy-to-use, comprehensive web shopping sites.
Small, owner-operated businesses, the largest component of America's retail
industry, have only a minor presence on the web. We believe the likely reason is
that establishing a fully functional e-commerce website on which:

          -    merchandise can be viewed and selected, - shopping carts filled,

          -    credit card transactions executed, - orders automatically
               confirmed, and

          -    shipping tracked which can be a complicated and costly endeavor.

For the businessperson or individual hobbyist too busy to bother even with the
ease of our website construction wizard, our website designers will create a
fully functional retail site for them for a fee ranging from $29.95 setup fee to
approximately $2,500.00. Hosting fees apply ranging from $8.95 to $49.95. If a
vendor already has a recognizable or valuable domain name, it can use that
address or an existing website page to seamlessly deliver the shopper to its
full-featured retail transaction website using Pricester.com.

The transaction fee to the retailer, or seller, is a nominal fee on each
completed transaction, which can range from 1 percent to 4 percent of the value
of the transactions.

In addition, by allowing visitors to find products and services they are seeking
through various search criteria, including zip code, www.Pricester.com is a
virtual shopping mall that can be as national or local as the visitor decides. A
visitor to www.Pricester.com, for example, can find a service such as a roofer
or dry cleaner near their home, or, when location is not an issue, such as when
shopping for power tools or electrical fixtures, they can search from among
vendors around the country.

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<PAGE>


The virtual mall (or community) character and structure of our website with
selling, auction, reverse auction and barter transactions all accessible at one
address, means that visitors have a choice of transaction modes, and that
vendors, large and small, have an equal chance of having their offerings being
seen by the universe of visitors coming to the site.

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 till our shopping mall reaches
critical mass at which time we will reinstate the following 1-4% sliding scale
which will operate as follows:

                                       6

<PAGE>

     - 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.

                                       7

<PAGE>


     - 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 the % 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:

                                       8

<PAGE>

     -    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.

                                       9

<PAGE>

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 fess 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

                                       10

<PAGE>11

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.

Pay Pal collects the payments from the consumers and deposits them into the
vendor's bank account. Members are required to have a Pay Pal account to utilize
the Pricester Nevada website e-commerce feature. When a customer exits the
Pricester.com shopping cart, the total value and vendor Pay Pal ID is passed to
PayPal for payment processing. Pay Pal 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.

                                       11


<PAGE>


*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 $35,016. The breakdown of the $35,016 is as
follows:

Payroll & Taxes ..........................     $21,676
Rent .....................................       3,200
Electric .................................         500
Telecommunications .......................       1,500
Ongoing development With Xcent ...........         500
Network maintenance ......................       1,000
Internet marketing .......................         200
Travel & Entertainment ...................         500
Accounting services ......................       1,500

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<PAGE>


Advertising ..............................         750
Office supplies ..........................         250
Postage ..................................         100
Legal ....................................       1,500
Insurance ................................       1,840
                                               -------
                                               $35,016
                                               =======

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 650 Pricester Website sales, miscellaneous
service and transaction fees of $ $139,338.00for the year ended December 31,
2006 and by 99 Pricester Website sales for the year ended December 31, 2005. 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 2007.


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<PAGE>


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:

                                       14

<PAGE>

Conducting public relations campaign using

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

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

On March 10, 2005, we entered into an advertising agreement with MoreMedia
Direct for the development of a per-inquiry advertising campaign for our
infomercial relating to Pricester Complete. MoreMedia Direct will receive $79.98
net per sale generated by MoreMedia Direct's Per Inquiry network. In addition,
MoreMedia Direct will receive one share of Pricester Nevada stock for every sale
generated either by Pricester Nevada's call center or salesmen for the life of
the media relationship. The agreement requires a deposit of $3,999, which
represents a pre-payment of 50 orders. This payment is to be made in 2 parts,
$2,000 that was deposited immediately and the $1,999 to be deposited once the
first airing is in place. The Company and MoreMedia Direct reserve the right to
discontinue the campaign at any time with thirty days prior written notice.
MoreMedia Direct has negotiated PI spots on various networks. This program is on
hold until we successfully reach an agreement with a call center. We also 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.

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 $4552.50.
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 $1,400.00

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:

                                       15

<PAGE>

          o    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;

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

          o    online employment recruiting companies; and

          o    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 an 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, we successfully researched new technologies
and identified potential market segments that we plan to market in 2007.

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

                                       16

<PAGE>

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.

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.

                                       17

<PAGE>


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, 2006 and 2005, we experienced net losses of $(469,819) and $(789,696),
respectively. At December 31, 2006, we had an accumulated deficit of
$(2,969,988). 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, 2006, 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, 2006 and 2005 to express 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.

                                       18

<PAGE>


         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 2006 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.

         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.

                                       19

<PAGE>


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, 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.

                                       20

<PAGE>

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.

Risks Related To The 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.

                                       21

<PAGE>


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.

         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:

                                       22

<PAGE>

     -    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:

     -    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

                                       23

<PAGE>

     -    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 Boulder Management Company pursuant to
a lease that began July 1, 2004. The office facility is located at 3900
Hollywood Boulevard, Suite 203 Hollywood, FL 33021. The facility consists of
1,600 square feet for the minimum lease payments of $3,200 per month and
terminates in June 2007. We believe that this facility is sufficient for our
current needs.

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, 2006, no matters
were submitted to a vote of Pricester's security holders, through the
solicitation of proxies.

                                       24

<PAGE>


                                     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.

         Quarter  Ended                High Bid             Low Bid
         --------------                --------             -------
             6/30/06                    $2.50                $2.50
             9/30/06                    $0.85                $0.85
            12/31/06                    $0.73                $0.73

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 a developmental stage e-commerce company. 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.

                                       25

<PAGE>


PLAN OF OPERATIONS
------------------

We have only received minimal revenues. Our revenues for the years ended
December 31, 2006 and 2005 have been generated by the sale of approximately 650
Pricester Website sales and miscellaneous service and transaction fees of
$139,338 for the year ended December 31, 2006 and 99 Pricester Website sales and
miscellaneous service and transaction fees of $23,302 for the year ended
December 31, 2005. 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.

Milestone             Action                      Steps                Timeline
---------      --------------------      ----------------------      -----------
    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

         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 28,650 user members, 11,643 have developed
websites with over 199,516 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.

                                       26

<PAGE>


          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 $2,969,988, a working capital deficit of $159,808,
had net losses for the year ended December 31, 2006 of $469,819, and cash used
in operations during the year ended December 31, 2006 of $335,526. 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.com, Inc. includes the useful life of property and equipment and web
development costs.

         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.

                                       27

<PAGE>


         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.

                                       28

<PAGE>


Results of Operations.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Net sales for the year ended December 31, 2006 were $139,338 as compared to net
sales of $23,302 for the year ended December 31, 2005, an increase of $116,086
or approximately 498%. 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, 2006 were $608,807, an
increase of $26,960, or approximately 5%, from total operating expenses in the
year ended December 31, 2005 of $581,847. This increase is primarily
attributable to:

     -    a decrease of $52,670, or approximately 87%, in advertising expense
          incurred to promote our website and products. The decrease was
          attributable to decreased spending due to limited financial resources;

     -    a decrease of $16,301, or approximately 38%, in professional fees
          incurred in connection with our SEC filings;

     -    an decrease of $54,074, or approximately 40%, in consulting fees in
          connection with the issuance of our common stock for services rendered
          and amortization of deferred compensation in 2005;

     -    an increase of $93,419, or 55%, in compensation expense to $264,432
          for the year ended December 31, 2006 as compared to $171,013 for the
          year ended December 31, 2005. 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.

     -    an increase of $56,586, or approximately 33%, in other selling,
          general and administrative expenses as a result of increase in general
          expenses and office expenses associated with increased operations.

We reported a loss from operations of $(469,469) for year ended December 31,
2006 as compared to a loss from operations of $(558,545) for year ended December
31, 2005. Although there can be no assurances, we anticipate that during the
fiscal year ending December 31, 2007 our ongoing marketing efforts will result
an increase in our net sales from those reported in fiscal 2006. To support
these increased sales we anticipate that our operating expenses will also
increase during the fiscal year ending December 31, 2007 as compared to the
fiscal 2006. We are, however, unable to predict at this time the amount of any
such increase in operating expenses.

Total other expense decreased $230,801, or approximately 100%, for year ended
December 31, 2006 as compared to year ended December 31, 2005. Included in this
net decrease is:

                                       29

<PAGE>


     -    a decrease in interest income of $151 for the year ended December 31,
          2006 ;

     -    a decrease of $230,952, or 99.85%, in interest expense for the year
          ended December 31, 2006 as compared to year ended December 31, 2005
          which reflects interest expense relating to stock options granted to
          loan holders by officers of $225,000 and decrease in our borrowings.

We reported a net loss of $(469,819) or $(.02) per share for the year ended
December 31, 2006 as compared to a net loss of ($789,696) or $(.04) per share
for the year ended December 31, 2005.

Liquidity and Capital Resources.

During the year ended December 31, 2006, we borrowed $146,100 from a related
party, for working capital purposes. For the year ended December 31, 2005, we
borrowed $2,000 from a related party.

For the year ended December 31, 2005, we borrowed $262,500 from various parties
for working capital purposes. Prior to December 31, 2005, we repaid $8,000 of
these loans and issued 258,750 shares of common stock at $1.00 per share to loan
holders for settlement of $252,500 of this debt and accrued interest payable of
$6,250. During the year ended December 31, 2006, we repaid the remaining $2,000
loan.

During 2006 and 2005, we received net proceeds of $191,950 and $125,950,
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, 2006
amounted to $335,526 and was primarily attributable to our net losses of
$469,819 offset by common stock issued for services 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 used in operating activities for the year
ended December 31, 2005 was $402,827 attributable to our net loss of $789,696
offset by depreciation of $8,050, non-cash compensation of $87,072, common stock
issued for interest of $6,250, interest expense relating to stock options
granted to loan holders by officers of $225,000 and changes in assets and
liabilities of $60,497.

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, 2005. For the year ended December 31, 2006, we used
cash for capital expenditures of $278.

Net cash flows provided by financing activities was $320,800 for the year ended
December 31, 2006 as compared to net cash provided by financing activities of
$382,450 for the year ended December 31, 2005, a decrease of $61,650. 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 related party advances offset by the
repayment of related party advances of $15,250 and the repayment of loans
payable of $2,000. For the year ended December 31, 2005, we received proceeds
from loans payable of $262,500, proceeds from the sale of common stock of
$125,950, and proceeds of $2,000 from related party advances. Additionally, we
repaid loans payable of $8,000.

                                       30

<PAGE>


We reported a net decrease in cash for the year ended December 31, 2006 of
$15,004 as compared to a net decrease in cash of $20,377 for the year ended
December 31, 2005. At December 31, 2006, we had cash on hand of $27,828.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS 155, which applies to certain "hybrid
financial instruments", which are instruments that contain embedded derivatives.
The new standard establishes a requirement to evaluate beneficial interests in
securitized financial assets to determine if the interests represent
freestanding derivatives or are hybrid financial instruments containing embedded
derivatives requiring bifurcation. This new standard also permits an election
for fair value remeasurement of any hybrid financial instrument containing an
embedded derivative that otherwise would require bifurcation under SFAS 133. The
fair value election can be applied on an instrument-by-instrument basis to
existing instruments at the date of adoption and can be applied to new
instruments on a prospective basis. The adoption of SFAS No.155 did not have a
material impact on the Company's financial position and results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. The adoption of this statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.

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 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.

                                       31

<PAGE>


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.

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.


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 F-1.

                                       32

<PAGE>

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

None


ITEM 8A   CONTROLS AND PROCEDURES

Controls and Procedures. Edward C. Dillon, the chief executive officer and
Nelson Stark, the chief financial officer of Pricester Nevada have made an
evaluation of the disclosure controls and procedures relating to the financial
statements of Pricester Nevada for the year ended December 31, 2006 and have
judged such controls and procedures to be effective as of December 31, 2006 (the
evaluation date).

There have not been any significant changes in the internal controls of
Pricester Nevada or other factors that could significantly affect internal
controls relating to Pricester Nevada since the evaluation date.

ITEM 8B   OTHER INFORMATION

None











                                       33

<PAGE>


                                    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:

Name                      Position                  Term(s) of Office
----                      --------                  -----------------
Joe Puentes, age 36       President                   June 4, 2004
                          Director                     To present

Edward C. Dillon, age 69  Chief Executive Officer     April 6, 2006
                                                        To present
                          Director
Nelson Stark, age 51      Chief Financial Officer     April 6, 2006
                          Director                      To present

Edward J. Dillon, age 38  Director                    June 4, 2004
                                                       To present

Howard M. Neu, age 54     Chairman of the Board       June 4, 2004
                          Director                     To present

Steve Kontos                 Director                 April 6, 2006
                                                       To present

Ivan Jimenez                 Director                 April 6, 2006
                                                       To present


Edward C. Dillon is the father of Edward J. Dillon.

Resumes

JOE PUENTES Mr. Puentes has been president of Pricester Nevada since June 4,
2004. Mr. Puentes was the president and chief executive officer of Pricester
Florida from April 19, 2003 to the date of the merger with Pricester Nevada.
From October 1999 until November 2003, Mr. Puentes served as President of Compu
Medic Intl Corp., an information technology consulting firm that provided
network development, maintenance and custom programming to local and national
companies. From June 2001 until May 2003, Mr. Puentes served as President of
Dynamic Billboards, Corp. a company engaged in the development of digital
signage software. During April 1995 through August 2003, he also served as the
chief technology officer for Automotive Computer Technology, a company that
develops custom software and wireless solutions for the auto industry.

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

                                       34

<PAGE>


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 to
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 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.

EDWARD J. DILLON. Mr. Dillon has been a director of Pricester Nevada since June
4, 2004. Mr. Dillon served as a director of Pricester Florida from April 2004
until the merger with Pricester Nevada. He served as global controller for the
General Electric Company's Consumer & Industrial segment. GEC&I represent the
combination of GE's Consumer Products business with certain parts of its
Industrial Products and Systems business. Mr. Dillon joined GE in 1998 and has
served in a variety of senior finance management positions including Finance
Manager for NBC's Broadcast and Network Operations Group (February 1998 - May
1999), Assistant Controller for the Appliance segment (May 1999 - February
2000), Global Controller for the Appliance segment (February 2000 - September
2002) and Global Controller for the Consumer Products segment (September 2002 -
February 2004). He was named to his present position in February 2004. From July
1990 through February 1998, Mr. Dillon served in various roles within Arthur
Andersen's Business Advisory Practice. Mr. Dillon is a Certified Public
Accountant and has a B.A. degree in Accounting from Boston College 1990.

HOWARD M. NEU, ESQ. Mr. Neu has been Chairman of the Board of Directors since
July 2005 Mr. Neu has been a director of Pricester Nevada since June 4, 2004.
Mr. Neu served as a director of Pricester Florida since December 2003 to the
date of the merger. Mr. Neu has been a practicing attorney in solo practice
since 1968, specializing in Domain Defense Litigation, commercial litigation,
and appeals. He is also a Certified Public Accountant, has taught Taxation of
Deferred Compensation at the University of Miami School of Law as well as
courses in accounting and business law for the Miami Education Consortium. He
has also lectured for the Florida Bar Continuing Legal Education program. He
received his B.B.A. degree from the University of Miami after attending the
University of Florida for three years, and his Juris Doctor degree from the
University of Miami Law School. He was elected to three terms as Mayor of the
City of North Miami,

                                       35

<PAGE>


Florida, 1979-1983, 1987-89, has served as Municipal Judge 1971-75, Councilman
1975-79, and has been elected President of the North Dade Bar Association 1980,
The Greater North Miami Chamber of Commerce 1981, the Dade County League of
Cities 1982 and various other State and National organizations. In his career,
he has done considerable SEC work, successful business plans and private
placement memoranda. He presently represents Pricester Nevada and a number of
domain developers.

STEVE KONTOS. Mr. Kontos has been a director of Pricester Nevada since June 4,
2004. Steve's illustrious career as a builder and developer has spanned over
thirty years. His contracting projects are complete Turn Key operations that
include but are not limited to architecture, interior design township approvals,
site work, construction, landscaping, site development, paving/curbs/walks.
Companies include: ESK Builders Inc. (founded 1972) - 100% ownership of building
and developing corporation is responsible for numerous, audacious building
projects. Parkside Manor Inc. (founded in 1986) - 100% ownership of building,
developing and contracting corporation of commercial and residential projects.
Ellen Homes Inc. (established 1987) - 100% ownership of building and developing
corporation whose primary purpose is for the establishment of multi-family
residences, townhouses and apartment complexes. Steve's extensive experience in
coordinating large projects provides him with the unique insight that is needed
to grow Pricester.com's international divisions to Greece and beyond. In
addition Steve's strong motivation will be effective in leading Pricester.com's
dynamic growth.

IVAN JIMENEZ. Mr Jimenez has been a director of Pricester Nevada since June 4,
2004. Mr. Jimenez is a seasoned 16 year Wall Street veteran with an impressive
track record of outstanding accomplishments. He joined Lehman Brothers in 1989
then transferred to what is today Smith Barney where he spent 11 years. While at
Smith Barney Mr. Jimenez was a Vice President in the International Private
Client Group. He is presently a Senior Vice President-Investments at Sterling
Financial Investment Group in Miami.

     He is a frequent guest of NBC-Universal Telemundo in their personal finance
segment of their morning show. Throughout the years Mr. Jimenez has advised
heads of state, municipalities and numerous senior level executives on
successful strategic growth initiatives. Skills which he honed at Rutgers
University in their Leadership Fellowship Institute "LEUMI" where he was the
valedictorian . Prior to which he conducted his undergraduate studies in
Political Science and Economics as member of the Lehman Scholars Program at
Lehman College, CUNY.

     Mr. Jimenez' entry into Wall Street stems from his days as a student
activist fighting to end Apartheid. Wherein, at a tender age he was able to see
the inner workings of how the power of corporate responsibility can influence
the course of history. "In order to initiate change we had to really understand
the impact of cash flow and market share of a myriad of companies, little did I
know that doing the right thing would serve as a wonderful guide to my future
career," said Mr. Jimenez. In addition, Mr. Jimenez is an honorary admissions
officer of the United States Military Academy at West Point.

                                       36

<PAGE>


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.


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>
Joe Puentes            2006      $18,022       $  -        $  -        $    -              -          -
President              2005      $60,600       $  -        $  -        $    -              -          -
                       2004      $53,258(1)    $  -        $  -        $    -              -          -

Edward C Dillon        2006      $13,050       $  -        $  -        $    -              -          -
Chief Executive        2005      $16,550       $  -        $  -        $    -              -          -
Officer                2004      $17,224(1)    $  -        $  -        $ 600,000(2)        -          -

Nelson Stark           2006       $5,800       $  -        $  -        $    -              -          -
Chief Financial        2005       $7,560       $  -        $  -        $    -              -          -
Officer                2004      $17,373 (1)   $  -        $  -        $    -              -          -
</TABLE>

------------
(1)  These salary amounts were paid to the above officers by Pricester Florida
     prior to the merger.

(2)  On September 24, 2003, Pricester Florida issued 150,000 shares of its
     common stock for $15,000 for services provided by Edward C. Dillon, an
     officer of Pricester Florida.

                                       37

<PAGE>

On April 29, 2004, Pricester Florida issued 500,000 shares of common stock to
Edward C. Dillon for officer's compensation at $0.40 per share, or $200,000.

On May 6, 2004, Pricester Florida issued Edward C. Dillon 1,000,000 shares of
common stock for officer's compensation at $0.40 per share, or $400,000.

                      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

                      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. There are no employment contracts, compensatory plans or
arrangements, including payments to be received, with respect to any director or
executive officer which would in any way result in payments to any such person
because of his resignation, retirement or other termination of employment with
us or any subsidiary, any change in control of Pricester Nevada, or a change in
the person's responsibilities following a change in control of Pricester Nevada.
Within the next six to nine months, we intend to enter into employment
agreements with our officers, however, no terms have been determined. Other than
previously disclosed in the executive compensation table, we have not paid or
accrued any salaries.

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. On April 30, 2004,
Pricester Florida issued 5,000 shares of common stock to Edward J. Dillon for
director's compensation at $0.40 per share, or $2,000.

                                       38

<PAGE>


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

                       Shareholdings at February 28, 2007

There are currently _24,501,617_ (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 February 28, 2006, 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.

Directors and Officers
                                                      Percentage of
                                 Number & Class        Outstanding
       Name and Address          of Shares            Common Shares
       ----------------          ---------------      -------------
Joe Puentes(1)                    3,808,000               15.89%
3034 Garfield Street
Hollywood, FL 33021

Edward C. Dillon                  4,580,000               19.11%
3850 Washington St.
Apt. 910 Hollywood, FL 33021

Edward J. Dillon                     80,000                0.33%
14204 Woodland Ridge Drive
Louisville, KY 40245

Nelson Stark                        280,000                1.17%
5130 SW 40th Avenue, Apt. 3B
Fort Lauderdale, FL 33314

Howard M. Neu                       485,000                2.82%
1152 N. University Drive
Suite #201
Pembroke Pines, FL 33024


                                       39

<PAGE>

Steve Kontos                        299,000                1.25%
12 Mountain Lane
Holmdel, NJ 07733

Ivan Jimenez                        500,000                2.09%
Mellon Financial Center
1111 Brickel Ave. 11th Floor
Miami, FL 33131

Officers and Directors
  as a Group (7 persons)         10,032,000               41.84%

Bernard Gutman(2)                 1,579,000                6.59%
1950 S. Ocean Drive
Apt 21G
Hallandale Beach, FL 33009

Barbara Gutman                      936,268                3.82%
1950 S. Ocean Drive
Apt 21G
Hallandale Beach, FL 33009


Other Affiliates                  2,515,268               10.26%
Total Mr. Gutman & Wife
-------------------------------------------------------------------------

Total shares help by             12,547,268                52.1%
Officer, Directors
and other Affiliates

------------
(1)  While Joe Puentes disclaims beneficial ownership of the 1,166,000 shares of
     common stock owned by Maria and Jose Puentes, his wife and son, they may be
     deemed controlled by him. When aggregated, Mr. Puentes may be deemed to be
     in control of 4,974,000 shares of Pricester Nevada's common stock, or
     approximately 20.76% of its ownership interest. Mr. Puentes paid a weighted
     average of $.0001 per common share for the common shares he currently owns.

(2)  While Bernard Gutman disclaims beneficial ownership of the 936,268 shares
     of common stock owned by Barbara Gutman, his wife, they may be deemed
     controlled by him. When aggregated, Mr. Gutman may be deemed to be in
     control of 2,515,268 shares of Pricester Nevada's common stock, or
     approximately 10.26% of its ownership interest. Mr. Gutman paid a weighted
     average of $.10 for the common shares he currently owns.

(3)  Mr. Dillon paid a weighted average of $.18 for the common shares he
     currently owns.

(4)  Edward J. Dillon and Nelson Stark received their common shares for services
     valued at $.10 per common share.

(5)  Mr. Neu paid a weighted average of $.01 for the common shares he currently
     owns.

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.

Dennis Jordan, Joe Puentes, Edward C. Dillon, Edward J. Dillon, Nelson Stark and
Howard Neu would be deemed to be promoters of Pricester Nevada.


                                       40
<PAGE>


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

Certain officers of Pricester advance funds to Pricester for working capital
purposes. The advances are non-interest bearing and are payable on demand. At
December 31, 2006, Pricester owed these related parties $133,885.

The chief executive officer and chief technical officer forfeited compensation
amounting to approximately $20,900 during fiscal 2006. The forfeiture is
recorded as additional paid-in capital and a corresponding increase to operating
expenses.

Director Independence

The Company's 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, 2006, 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

          Exhibit No.   Description
          -----------   --------------------------------------------------------
             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)
            23.2        Consent of Independent Auditor(6)
            31.1        Certification of Chief Executive Officer required by
                        Rule 13a-14(a)/15d-14(a) under the Exchange Act*
            31.2        Certification of Chief Financial Officer required by
                        Rule 13a-14(a)/15d-14(a) under the Exchange Act*
            32.1        Certification of Chief Executive Officer under ss. 906
                        of the Sarbanes-Oxley Act of 2002*
            32.2        Certification of Chief Financial Officer under ss. 906
                        of the Sarbanes-Oxley Act of 2002*

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

                                       41
<PAGE>






ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees. The aggregate fees billed for the fiscal year ended December 31,
2006 and 2005 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 $15,000 and $20,500,
respectively.
















                                       42
<PAGE>

Audit related fees. The aggregate fees billed for the fiscal year ended December
31, 2006 and 2005 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 2006
and 2005 fiscal years for professional services rendered for tax compliance, tax
advice, and tax planning were $925 and $0, respectively.

All Other Fees. We did not incur any other fees from Baum & Company, PA for the
2006 and 2005 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 2006 and 2005 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.















                                       43
<PAGE>


                                   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:    March 12, 2007


                                             Pricester.com, Inc.

                                             By: /s/ Edward C. Dillon
                                                 ------------------------------
                                                 Edward C. Dillon,
                                                 Chief Executive Officer


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/ Joe Puentes                President                    3/12/2007
--------------------
Joe Puentes                    Director

/s/ Edward C. Dillon           Chief Executive Officer      3/12/2007
--------------------
Edward C. Dillon               Director

/s/ Nelson Stark               Chief Financial Officer      3/12/2007
--------------------
Nelson Stark                   Director

/s/ Howard Neu                 Chairman of the board        3/12/2007
--------------------
Howard Neu                     Director
</TABLE>




                                       44
<PAGE>

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, 2006, and the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for
the years ended December 31, 2006 and 2005. 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, 2006, and the results of their operations and
their cash flows for the years ended December 31, 2006 and 2005, 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 6 to the
financial statements, the Company has an accumulated deficit of $2,969,988 and
has net losses and cash used in operations of $469,819 and $335,526,
respectively, for the year ended December 31, 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 6. 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
April 2 , 2007

                                      F-1

<PAGE>46

                   PRICESTER.COM, INC. AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEET
                           December 31, 2006

          ASSETS

CURRENT ASSETS:
  Cash                                                              $    27,828
  Accounts receivable (net of allowance for doubtful
   accounts of $1,252)                                                       --
  Prepaid expense                                                         3,000
                                                                    -----------
    Total current assets                                                 30,828
                                                                    -----------

PROPERTY AND EQUIPMENT, net                                               7,023
                                                                    -----------

OTHER ASSETS:
  Deposits                                                                1,302
                                                                    -----------
Total assets                                                        $    39,153
                                                                    ===========

          LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                             $    48,795
  Due to related parties                                                133,885
  Deferred revenue                                                        7,956
                                                                    -----------
    Total current liabilities                                           190,636
                                                                    -----------

STOCKHOLDERS' DEFICIT:
  Common stock, $0.001 par value, 50,000,000 authorized,
   24,481,617 issued and 23,481,617 outstanding                          24,482
  Additional paid-in capital                                          3,123,523
  Accumulated deficit                                                (2,969,988)
  Treasury stock, at par (1,000,000 shares)                              (1,000)
  Deferred compensation                                                (328,500)
                                                                    -----------
    Total stockholders' deficit                                        (151,483)
                                                                    -----------
Total liabilities and stockholders' deficit                         $    39,153
                                                                    ===========





                See notes to consolidated financial statements.

                                      F-2
<PAGE>


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


                                                        For the Year
                                                     Ended December 31,
                                                     2006         2005
                                                  ----------   ----------
Net Sales                                         $  139,338   $   23,302
                                                  ----------   ----------
Operating expenses:
  Advertising                                          8,147       60,817
  Professional fees                                   26,219       42,520
  Consulting fees                                     82,086      136,160
  Compensation                                       264,432      171,013
  Other selling, general and administrative          227,923      171,337
                                                  ----------   ----------
    Total operating expenses                         608,807      581,847
                                                  ----------   ----------
Loss from operations                                (469,469)    (558,545)
                                                  ----------   ----------

Other income (expenses):
  Interest income                                         --          151
  Interest expense                                      (350)    (231,302)
                                                  ----------   ----------
    Total other income (expenses)                       (350)    (231,151)
                                                  ----------   ----------
Loss before provision for income taxes              (469,819)    (789,696)

Provision for income taxes                                --           --
                                                  ----------   ----------
Net loss                                          $ (469,819)  $ (789,696)
                                                  ==========   ==========

Net loss per common share - basic and diluted     $    (0.02)  $    (0.04)
                                                  ==========   ==========
Weighted average number of shares
  outstanding - basic and diluted                 23,702,170   22,231,174
                                                  ==========   ==========





                See notes to consolidated financial statements.

                                      F-3
<PAGE>


                   PRICESTER.COM, INC. AND SUBSIDIARY
       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT
             FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
<TABLE>
<CAPTION>
                                                   Common Stock,
                                                  $.001 Par Value
                                                  ---------------           Additional
                                               Number of                     Paid-in
                                                Shares         Amount        Capital
                                              ----------     ----------     ----------

                                                 <c>          <c>          <c>
Balance, December 31, 2004                    21,262,250     $   21,263     $1,624,987

Recapitalization of the Company                1,044,620          1,044        110,506

Sale of common stock                             293,584            293        125,657

Common stock issued for debt and interest        258,750            259        258,491

Common stock issued for services                 116,763            117         86,955

Stock options granted to loan holders
 by officers as accommodation to Company              --             --        225,000

Donated common stock used to satisfy
 payables                                             --             --         25,001

Net loss for the year ended
 December 31, 2005                                    --             --             --
                                              ----------     ----------     ----------
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

Forfeiture of officers' compensation                  --             --         20,900

Amortization of deferred compensation                 --             --             --

Net loss for the year ended
 December 31, 2006                                    --             --             --
                                              ----------     ----------     ----------
                                              24,481,617         24,482      3,123,523
                                              ==========     ==========     ==========
</TABLE>



                                      F-4
<PAGE>


                   PRICESTER.COM, INC. AND SUBSIDIARY
CONTINUED   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S 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, 2004                    $(1,710,473)     $        --      $        --          (64,223)

Recapitalization of the Company                        --               --               --          111,550

Sale of common stock                                   --               --               --          125,950

Common stock issued for debt and interest              --               --               --          258,750

Common stock issued for services                       --               --               --           87,072

Stock options granted to loan holders
 by officers as accommodation to Company               --               --               --          225,000

Donated common stock used to satisfy
 payables                                              --               --               --           25,001

Net loss for the year ended
 December 31, 2005                               (789,696)              --               --         (789,696)
                                              -----------      -----------      -----------      -----------
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)
                                              -----------      -----------      -----------      -----------
                                               (2,969,988)          (1,000)        (328,500)        (151,483)
                                              ===========      ===========      ===========      ===========
</TABLE>


                See notes to consolidated financial statements.

                                      F-5
<PAGE>


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


                                                       For the Year
                                                     Ended December 31,
                                                    2006           2005
                                                  ---------      ---------
Cash flows from operating activities:
  Net loss                                        $(469,819)     $(789,696)
  Adjustments to reconcile net loss to net
  cash used in operations:
    Depreciation and amortization                     6,005          8,050
    Bad debts                                         1,500             --
    Common stock issued for services                 29,582         87,072
    Amortization of deferred compensation            86,500             --
    Common stock issued for interest                     --          6,250
    Interest expense related to stock options
     granted to loan holders by officers as
     accommodation to Company                            --        225,000
    Forfeiture of officers' compensation             20,900             --
  Changes in assets and liabilities:
    Accounts receivable                                (554)          (946)
    Prepaid expenses and other                          (33)          (140)
    Due from stockholder                              5,000             --
    Deposits                                             --          2,145
    Accounts payable and accrued expenses           (22,563)        60,433
    Deferred revenues                                 7,956           (995)
                                                  ---------      ---------
      Total adjustments                             134,293        386,869
                                                  ---------      ---------
Net cash used in operating activities              (335,526)      (402,827)
                                                  ---------      ---------
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                191,950        125,950
  Proceeds from loans payable                            --        262,500
  Repayment of loans payable                         (2,000)        (8,000)
  Proceeds from related parties                     146,100          2,000
  Payments on related party advances                (15,250)            --
                                                  ---------      ---------
Net cash provided by financing activities           320,800        382,450
                                                  ---------      ---------
Net decrease in cash                                (15,004)       (20,377)
Cash - beginning of the year                         42,832         63,209
                                                  ---------      ---------
Cash - end of the year                            $  27,828      $  42,832
                                                  =========      =========


                                      F-6
<PAGE>


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


                                                         For the Year
                                                      Ended December 31,
                                                     2006           2005
                                                  ---------      ---------
Supplemental disclosure of cash flow information:
  Cash paid for :
    Interest                                      $     350      $      --
                                                  =========      =========
    Income taxes                                  $      --      $      --
                                                  =========      =========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Donated common stock used to satisfy
    payables                                      $      --      $  25,001
                                                  =========      =========
    Common stock issued for debt and interest $          --      $ 258,750
                                                  =========      =========
    Common stock issued for future services       $ 328,500      $      --
                                                  =========      =========
    Common stock issued for settlement of
    accounts payable                              $  10,000      $      --
                                                  =========      =========











                See notes to consolidated financial statements.

                                      F-7
<PAGE>


                   PRICESTER.COM, INC. AND SUBSIDIARY
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            December 31, 2006


NOTE 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company
-----------

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 No. 22, Inc). BA22 acquired 100
percent 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, or
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.

Basis of Presentation
---------------------

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.

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 2006 and
2005 include the valuation of stock-based compensation, and the useful life of
property and equipment and website development.

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.

                                      F-8
<PAGE>


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

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.

Accounts Receivable
-------------------

The Company has a policy of reserving for uncollectible accounts based on its
best estimate of the amount of probable credit losses in its existing accounts
receivable. The Company periodically reviews its accounts receivable to
determine whether an allowance is necessary based on an analysis of past due
accounts and other factors that may indicate that the realization of an account
may be in doubt. At December 31, 2006, the Company has established, based on a
review of its outstanding balances, an allowance for doubtful accounts in the
amount of $1,252.

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,
2006.

                                      F-9
<PAGE>



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, "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 period
ended December 31, 2006, the Company did not grant any stock options.

The following table sets forth the computation of basic and diluted income per
share for the year ended December 31, 2005 and illustrates the effect on net
loss and loss per share as if the Company had applied the fair value recognition
provisions of SFAS No. 123 to stock-based employee compensation:

                                                              2005
                                                           ----------
  Net loss as reported                                     $ (789,696)
  Less: total stock-based employee compensation
    expense determined under fair value based method,
    net of related tax effect                                 (10,000)
                                                           ----------
  Pro forma net loss                                       $ (799,696)
                                                           ==========
  Basic and diluted loss per share:
    As reported                                            $     (.04)
                                                           ==========
    Pro forma                                              $     (.04)
                                                           ==========

                                      F-10
<PAGE>


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, 2006, there were options to purchase 2,025,000
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, 2006 and 2005 amounted to $8,147 and $60,817, respectively.

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.

                                      F-11
<PAGE>

Recent Accounting Pronouncements
--------------------------------

In February 2006, the FASB issued SFAS 155, which applies to certain "hybrid
financial instruments", which are instruments that contain embedded derivatives.
The new standard establishes a requirement to evaluate beneficial interests in
securitized financial assets to determine if the interests represent
freestanding derivatives or are hybrid financial instruments containing embedded
derivatives requiring bifurcation. This new standard also permits an election
for fair value remeasurement of any hybrid financial instrument containing an
embedded derivative that otherwise would require bifurcation under SFAS 133. The
fair value election can be applied on an instrument-by-instrument basis to
existing instruments at the date of adoption and can be applied to new
instruments on a prospective basis. The adoption of SFAS No.155 did not have a
material impact on the Company's financial position and results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. The adoption of this statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.

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 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

                                      F-12
<PAGE>


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.

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.

Reclassifications
-----------------

Certain prior periods' balances have been reclassified to conform to the current
period's financial statement presentation. These reclassifications had no impact
on previously reported results of operations or stockholders' deficit.



                                      F-13
<PAGE>


NOTE 2.  PROPERTY AND EQUIPMENT

At December 31, 2006, 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                                   (9,847)
                                                              ----------
                                                              $    7,023
                                                              ==========

For the years ended December 31, 2006 and 2005, depreciation expense amounted to
$3,100 and $3,070, respectively.


NOTE 3.  WEBSITE DEVELOPMENT COSTS

At December 31, 2006, 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 $2,905 and $4,980 for the year ended December
31, 2006 and 2005, respectively.


NOTE 4.  LOANS PAYABLE

During 2005, the Company borrowed funds from various entities and individuals
amounting to $262,500. The loans bear interest at 5 percent per annum, are
unsecured and are due the earlier of (i) December 31, 2005 or (ii) the date the
Company receives $1 million of gross proceeds from the sale of its common stock.
During 2005, the Company repaid $8,000 of these loans. Additionally, during
2005, the Company issued 258,750 shares of common stock at $1.00 per share to
loan holders for settlement of $252,500 of this debt and accrued interest
payable of $6,250. The fair market value of these shares was based on the most
recent selling price of the Company's shares.


                                      F-14
<PAGE>


NOTE 5.  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 $2,503,000 at December 31, 2006 expiring
through the year 2026. 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:

<TABLE>
<CAPTION>
                                           2006                      2005
                                 -----------------------   -----------------------

                              <c>                       <c>
Computed "expected" benefit      $ (159,738) (34 percent)  $ (268,497) (34 percent)
State tax benefit, net of
 federal effect                     (18,793)  (4 percent)     (31,588)  (4 percent)
Other permanent differences          44,111    9 percent       84,863   11 percent
Increase in valuation allowance     134,420   29 percent      215,222   27 percent
                                 -----------------------   -----------------------
                                 $       --   --           $       --   --
                                 =======================   =======================
</TABLE>

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:

                                                 2006
                                              ----------
Deferred tax assets:
  Net operating loss carryforward             $  999,442

Less:  Valuation allowance                      (999,442)
                                              ----------
                                                      --
                                              ==========

The valuation allowance at December 31, 2006 was $999,442. The increase during
fiscal 2006 was $134,420.


                                      F-15
<PAGE>


NOTE 6.  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 $2,969,988 at December 31,
2006, had net losses and negative cash flows from operations for the year ended
December 31, 2006 of $469,819 and $335,526, 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, 2005,
the Company borrowed $262,500 for working capital purposes and sold common
shares for net proceeds of $125,950. Additionally, during the year ended
December 31, 2006, the Company sold 830,400 common shares for net proceeds of
$191,950.

Management intends to attempt 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 7.  RELATED PARTY TRANSACTIONS

Certain officers of the Company advance funds to the Company for working capital
purposes. The advances are unsecured non-interest bearing and are payable on
demand. At December 31, 2006, the Company owed these related parties $133,885.

The chief executive officer and chief technical officer donated compensation
amounting to approximately $20,900 during fiscal 2006. The forfeiture is
recorded as additional paid-in capital and a corresponding increase to operating
expenses.

NOTE 8.  STOCKHOLDERS' DEFICIT

Common Stock
------------
In March 2005, the principle shareholder of the company donated 32,000 shares of
common stock (valued at $.79 per share or $25,001) which was used by the company
in settlement of accounts payable of $25,001.

In September 2005, the Company issued 143,250 shares of common stock for
settlement of loans payable of $137,500 and accrued interest of $5,750.


                                      F-16
<PAGE>


In August and September 2005, the Company sold 25,000 shares for net proceeds of
$25,000.

During the three months ended December 31, 2005, the Company sold 268,584 shares
for net proceeds of $100,950.

During the three months ended December 31, 2005, the Company issued 116,763
shares of common stock for business development services and legal services. The
Company valued these common shares at the fair market value on the date of grant
at per share prices ranging from $.25 to $.75 or an aggregate of $87,072. In
connection with issuance of these shares, the Company recorded stock-based
consulting expense of $86,822 and compensation expense of $250.

During the three months ended December 31, 2005, the Company issued 115,500
shares of common stock for settlement of loans payable of $115,000 and accrued
interest of $500.

During the three months ended March 31, 2006, the Company sold 320,567 shares of
the Company's common stock for net proceeds of $87,350.

During the three months ended March 31, 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
nine months ended September 30, 2006, the Company recorded stock-based
consulting expense of $40,000 and deferred compensation of $12,500 which will
amortized over the remaining service period.

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

During the three months ended June 30, 2006, the Company sold 454,333 shares of
the Company's common stock for net proceeds of $85,100.

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.

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

During the three months ended September 30, 2006, the Company sold 31,500 shares
of the Company's common stock for net proceeds of $14,500.

                                      F-17
<PAGE>


During the three months ended December 31, 2006, the Company sold 24,000 shares
of the Company's common stock for net proceeds of $5,000.

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
non-cash 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 and deferred consulting
expense of $328,500 to be amortized over the service period.

Stock Options
-------------

In March 10, 2005, the Company issued to a corporate officer, options to
purchase 1,000,000 shares of restricted common stock at an exercise price $.40
per share, expiring within one year of the effective date of the registration.
Since the current market price equaled the exercise price, no compensation
expense was recognized in connection with these options under the intrinsic
value method of APB 25.

During 2005, certain officers of the Company granted stock options on their
personal shares in the Company to various loan holders as an inducement relating
to the Company's loans payable. In connection with the granting of stock options
by these officers, for the year ended December 31, 2005, the Company recorded
interest expense of $225,000.

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.

                                      F-18
<PAGE>


A summary of the stock options as of December 31, 2006 and 2005 and changes
during the periods is presented below:

<TABLE>
<CAPTION>
                                              Year Ended                Year Ended
                                          December 31, 2006         December 31, 2005
                                                     Weighted                  Weighted
                                                      Average                   Average
                                        Number of    Exercise     Number of    Exercise
                                         Options       Price       Options       Price
                                       ----------   ----------   ----------   ----------

                                    <c>          <c>          <c>          <c>
  Balance at beginning of year          2,025,000   $     0.40    1,025,000   $     0.40
    Granted                                     -            -    1,000,000      .40
    Exercised                                   -            -            -            -
    Forfeited                                   -            -            -            -
                                       ----------   ----------   ----------   ----------
  Balance at end of year                2,025,000   $     0.40    2,025,000   $     0.40
                                       ==========   ==========   ==========   ==========

  Options exercisable at end of year    2,025,000   $     0.40    2,025,000   $     0.40
                                       ==========   ==========   ==========   ==========
</TABLE>

The following table summarizes the Company's stock option outstanding at
December 31, 2006:

                   Options outstanding and exercisable
                   -----------------------------------
                                         Weighted    Weighted
              Range of                   Average      Average
              Exercise                  Remaining    Exercise
               Price         Number       Life         Price
             ----------   ----------   ----------   ----------
             $     0.40    2,025,000     1 year           0.40
                                          after
                                        effective
                                      registration


NOTE 9.  COMMITMENTS

Operating Leases
----------------
The Company leases office space under an operating lease that expires on June
2007. The office lease agreement has certain escalation clauses and renewal
options. Future minimum rental payments required under the operating lease are
as follows:

          Period Ended December 31, 2007      $   12,400
                                              ----------
     Total                                    $   12,400
                                              ==========


                                      F-19
<PAGE>


Rent expense, including common area charges and sales taxes, for the years ended
December 31, 2006 and 2005 was $38,110 and $32,789, respectively.


NOTE 10.  SUBSEQUENT EVENTS

On January 12, 2007, the Company entered into a consulting agreement with a term
of two years. Under the consulting agreement, the consultant will provide the
Company assistance and advisory services on merger and acquisition strategies.
The consultant will receive an amount equal to 5 percent of the transaction
value based on the successful closing of transactions as defined in the
agreement which will be paid in restricted common shares of the Company.










                                      F-20